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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Five Investor Trends Driving Say on Pay in 2017
Although the strong stock market in 2017 has provided a helpful start to the year for many companies, it has not curtailed investor focus on improving the corporate governance practices—from sustainability to board composition—of their portfolio companies. With 2017 annual meeting results already rolling in, early data suggests that one perennial topic remains top of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Engagement, ESG, Executive Compensation, Firm performance, Incentives, Institutional Investors, Management, Performance measures, Proxy advisors, Proxy season, Say on pay, TSR
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Shareholder Wealth Effects of Border Adjustment Taxation
We examine the effects of a proposed border adjustment tax (also referred to as the “BAT”) on the shareholder wealth of publicly traded firms. Border adjustment has emerged as a controversial feature of proposed U.S. corporate tax reform, as it would be a dramatic departure from longstanding corporate tax policy (Avi-Yonah and Clausing 2017; Auerbach […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Accounting, BAT, Cross-border transactions, Donald Trump, International governance, Market reaction, Shareholder value, Stock returns, Taxation
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Insider Trading: When Hackers Target Corporate Shares
When data breaches target credit card numbers and personal information, the damage can be quantified, however when hackers explicitly target a company’s shares that damage is much more unpredictable. Insider-Trading hacks are akin to coming home to find your house has been (somewhat silently) broken into—but was anything stolen? And how long will it take […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cybersecurity, D&O insurance, Financial reporting, Information asymmetries, Information environment, Inside information, Insider trading, Privacy, Risk, Risk oversight, Securities litigation
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Expanding the Reach of the Commodity Exchange Act’s Antitrust Considerations
In recent years, a small group of financial institutions have paid billions of dollars to settle civil and criminal claims that they formed cartels to rig the prices of certain critically important financial instruments and to stifle competition in others. For example, bankers would rig global benchmark interest rates, such as the London Interbank Offered […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Derivatives, Financial Regulation
Tagged Antitrust, Banks, CFTC, Derivatives, Dodd-Frank Act, Financial institutions, Financial regulation, Misconduct, OTC derivatives, Securities fraud, Swaps, Swaps entities
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Roadblocks to Redemption: Delaware Chancery Court Makes Preferred Stock Redemptions More Challenging
A recent decision in Delaware illustrates yet another difficulty investors face when using redemption of their stock as a liquidity strategy. In this case, a private equity fund, Oak Hill Capital Partners, and the directors of one of its portfolio companies (both outsiders and those designated by the fund) were sued for breach of fiduciary […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Institutional Investors, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Fiduciary duties, Liability standards, Liquidity, Private equity, Private funds, Restructurings, Securities litigation, Shareholder suits, Shareholder voting
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What Drives Differences in Management?
The focus of good corporate governance is making sure executives run their firms well. But how do we define success? One way is to look at performance in terms of profits, stock-prices or growth. But all these measures have a major component of luck and may be very poor signals of managerial quality. As any […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Corporate culture, Executive performance, Human capital, Labor markets, Management, Managerial style, Peer groups, Shareholder value, State law
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Weekly Roundup: May 5–May 11, 2017
Corporate Governance in the Trump Era: A Note of Caution Posted by William R. McLucas and Rachel Murphy, Wilmer Cutler Pickering Hale and Dorr LLP, on Friday, May 5, 2017 Tags: Accounting, Banks, Deregulation, Disclosure, Donald Trump, FCPA, Financial crisis, Financial institutions, Financial regulation, Insider trading, Misconduct, Savings and loans, SEC enforcement, Securities enforcement The […]
Click here to read the complete postAn Activist View of CEO Compensation
We recently published a paper on SSRN, An Activist View of CEO Compensation, that explains a framework developed by activist fund ValueAct Capital for evaluating executive compensation plans. Understanding CEO compensation plans is a continuing challenge for boards of directors and investors. Disclosure rules and general industry practices rely heavily on calculating the “fair value” […]
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Posted in Academic Research, Executive Compensation, Institutional Investors
Tagged Equity-based compensation, Executive Compensation, Firm performance, Incentives, Institutional Investors, Management, Pay for performance, Performance measures, Say on pay, Shareholder activism
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The Trouble with Trulia: Re-Evaluating the Case for Fee-Shifting Bylaws as a Solution to the Overlitigation of Corporate Claims
Confronted with a dramatic rise in deal litigation “beyond the realm of reason” in the early part of the 21st century, Delaware’s legal community struck a grand bargain with its corporate citizens. As a first step, the legislature prohibited Delaware stock companies from enacting fee-shifting bylaws in the wake of the Delaware Supreme Court’s ruling […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Court Cases, Mergers & Acquisitions
Tagged Charter & bylaws, Delaware articles, Delaware cases, Delaware law, Disclosure, Fee-Shifting, In re Trulia, Materiality, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law
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