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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
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
An 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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Lessons Beyond Corwin: Columbia Pipeline and Saba Software
Two recent decisions from the Delaware Court of Chancery faithfully apply the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. No surprise there. Corwin held that when “a transaction not subject to the entire fairness standard is approved by a fully informed, uncoerced vote of the disinterested stockholders, the business judgment rule […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Financial advisers, In re Revlon, Liability standards, Merger litigation, Mergers & acquisitions
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Financial Markets and the Political Center of Gravity
In Financial Markets and the Political Center of Gravity, Travis Coan and I investigate the link between left-right market-friendliness across the developed world and financial markets. Academics across multiple disciplines and policymakers in multiple institutions have in recent decades searched for the economic, political, and institutional foundations for financial market strength. Promising theories and empirics […]
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Posted in Academic Research, Empirical Research, Financial Regulation, HLS Research, International Corporate Governance & Regulation
Tagged Agency costs, Capital markets, Deregulation, Financial reform, Financial regulation, International governance, Legal systems
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Guarding Against Challenges to Director Equity Compensation
There has been an emerging litigation trend in Delaware, where most U.S. public companies are incorporated, alleging that directors breached their fiduciary duties and committed waste of corporate assets in granting themselves excessive awards under the company’s equity compensation plan. Because directors have a direct interest in their own pay, Delaware courts have held that […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Agency costs, Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Director compensation, Director liability, Fiduciary duties, Say on pay, Securities litigation, Shareholder suits, Shareholder voting
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Saving Investors from Themselves: How Stockholder Primacy Harms Everyone
Communities around the world face many difficult issues, including poverty, climate change, social and economic inequality, the cost and quality of education and healthcare, stagnant wages, financial market instability, disease, and food security. Despite the existential threat that these concerns may raise, there is no consensus on whether or how to address them through regulation, […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Accountability, Benefit corporation, Compliance & ethics, Corporate forms, Corporate Social Responsibility, Disclosure, ESG, Firm performance, Reputation, Shareholder primacy, Shareholder value, Stakeholders, Sustainability
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Delaware and Santa Fe
The U.S. Supreme Court’s 1977 decision in Santa Fe Industries v. Green drew a line between corporate and securities law that arguably enabled Delaware to become the leading creator of corporate law. Prior to Santa Fe, the federal courts had become receptive to suits brought under Rule 10b-5 alleging corporate misconduct rather than a clear […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Business judgment rule, Delaware articles, Delaware cases, Delaware law, Disclosure, Fairness review, Rule 10b-5, Securities fraud, Securities litigation, Securities regulation, Shareholder suits, State law, Supreme Court
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California District Court: Indirect Purchasers Can Bring Fraud Claims Against Private Company
In a case with important implications for late-stage private companies, a federal magistrate judge ruled last week that investors in funds holding private company securities can bring fraud claims against the issuer of the securities and its officers, even though the plaintiffs had no dealings with the issuer or its officers and hold no actual […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate fraud, Liability standards, Misconduct, Private firms, Securities fraud, Tech companies
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Past, Present and Future Compensation Research: Economist Perspectives
At the 2016 Academy of Management conference, a group of leading human resource scholars held a panel discussion assessing the state of compensation research, which was subsequently published in Compensation and Benefits Review [CBR]. Afterwards, CBR editor Charles Fay asked me to organize a panel discussion of economists on the same topic. This seems a […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation
Tagged Accounting, Behavioral finance, Executive Compensation, Executive performance, Incentives, Management, Pay for performance, Performance measures, Risk management
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