-
Supported By:
Subscribe or Follow
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
The Trajectory of American Corporate Governance: Shareholder Empowerment and Private Ordering Combat
Shareholder power and activism are topics of enormous current interest in the United States and around the world. The prospect of greater shareholder involvement in corporate governance has been welcomed and encouraged in some jurisdictions, such as the United Kingdom, yet has been met with widespread apprehension in the United States. There is a paradox […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Australia, Boards of Directors, Institutional Investors, International governance, Japan, Long-Term value, Private ordering, Proxy access, Shareholder activism, Shareholder rights, Shareholder voting, UK
Comments Off on The Trajectory of American Corporate Governance: Shareholder Empowerment and Private Ordering Combat
Trends in Merger Investigations and Enforcement at U.S. Antitrust Agencies: 2006–2015
This post is based on the second in a series of annual Cornerstone Research reports describing merger investigations and enforcement activity at the Bureau of Competition at the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ). The analysis is based on data provided in the last 10 joint FTC/DOJ […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, DOJ, FTC, Hart-Scott-Rodino Act, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities regulation
Comments Off on Trends in Merger Investigations and Enforcement at U.S. Antitrust Agencies: 2006–2015
Alternatives to Quantitative Metrics in Performance Share Plans
Companies have migrated a significant portion of equity compensation to performance-based long-term incentive (LTI) awards—typically performance shares or stock units (PSUs)—from stock options. Over 80% of companies in the S&P 500 now have such plans; these also now comprise the majority weighting among LTI vehicles. This trend has been driven in, large part, by the desire […]
Click here to read the complete post
Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Executive performance, Firm performance, Long-Term value, Management, Pay for performance, Proxy advisors, Shareholder value, TSR
Comments Off on Alternatives to Quantitative Metrics in Performance Share Plans
Commissioner Stein Remarks on U.S. Securities-Based Crowdfunding
Good afternoon. Thank you all for contributing to this inaugural SEC-NYU dialogue on securities crowdfunding. In particular, I would like to thank each of the panelists, SEC staff in the Divisions of Economic and Risk Analysis and Corporation Finance, and the NYU Salomon Center for the Study of Financial Institutions. Today’s [Feb. 28, 2017] program […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Crowdfunding, Equity offerings, FINRA, Investor protection, JOBS Act, Retail investors, SEC, Securities regulation, Small firms, Tech companies
Comments Off on Commissioner Stein Remarks on U.S. Securities-Based Crowdfunding
February 24, 2017–March 2, 2017
Corporate Officers as Agents Posted by Deborah DeMott, Duke Law School, on Friday, February 24, 2017 Tags: Accountability, Agency costs, Boards of Directors, Business judgment rule, Charter & bylaws, Common-law claims, Disclosure, Duty of care, Duty of good faith, Duty of loyalty, Duty to inform, Fiduciary duties, Fiduciary rule, Liability standards, Management 2015 Short- and […]
Click here to read the complete postThe 100 Most Overpaid CEOs
According to the Economic Policy Institute, “CEO pay grew an astounding 943% over the past 37 years, greatly outpacing the growth in the cost of living, the productivity of the economy, and the stock market, disproving the claim that the growth in CEO pay reflects the ‘performance’ of the company, the value of its stock, […]
Click here to read the complete post
Posted in Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Compensation committees, Executive Compensation, Institutional Investors, Management, Say on pay, Shareholder voting, Surveys
Comments Off on The 100 Most Overpaid CEOs
The Bylaw Puzzle in Delaware Corporate Law
In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corporate law twice, with proxy access bylaws in 2009 and with shareholder litigation bylaws in 2015. Not since 1986, when Delaware lawmakers overruled Smith v. Van Gorkom by authorizing charter provisions protecting directors from duty of care liability, had Delaware’s legislature […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Attorneys' fees, Boards of Directors, Charter & bylaws, Delaware articles, Delaware cases, Delaware law, DGCL, Director liability, Duty of care, Fee-Shifting, Fiduciary duties, Forum selection, Proxy access, SEC, Securities litigation, Securities regulation, Shareholder suits, State law
Comments Off on The Bylaw Puzzle in Delaware Corporate Law
Considerations for U.S. Public Companies Acquiring Non-U.S. Companies
When it is time to sell a company, there are a number of financial and legal steps a business should consider to ready itself for a merger or acquisition. When the potential buyer is a U.S. public company, that list may get longer. The following are some common issues that arise in the context of […]
Click here to read the complete post
Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accounting, Acquisition agreements, Confidentiality, Cross-border transactions, Disclosure, FCPA, Financial reporting, International governance, Mergers & acquisitions, Reporting regulation, Sarbanes–Oxley Act, SEC, Securities regulation
Comments Off on Considerations for U.S. Public Companies Acquiring Non-U.S. Companies
The Shifting Tides of Merger Litigation
In The Shifting Tides of Merger Litigation, we analyze the changes to the merger litigation market in the wake of the Trulia decision which limited attorneys’ fees in disclosure-only settlements. We find that overall levels of merger litigation have declined in the past year, suggesting that Delaware’s effort to reduce frivolous litigation has been at least […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware articles, Delaware cases, Delaware law, Derivative suits, DGCL, Disclosure, In re Trulia, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law
Comments Off on The Shifting Tides of Merger Litigation