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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
Effectively Administering a Relative TSR Program—Learning and Best Practices
Relative TSR is a performance metric most often used in LTI performance plans. Its use as a metric has nearly doubled over the past 5 years and is now used by approximately 50% of companies spanning all sizes and industries. While the appeal of this metric for shareholders and directors alike is its alignment with […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged Accounting, Compensation committees, Executive Compensation, Executive performance, Financial reporting, Firm performance, Incentives, Long-Term value, Management, Pay for performance, Peer groups, Shareholder value, Stock performance, Stock returns
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SEC Guidance on “New GAAP” Transition Disclosures and Non-GAAP Measures
At three significant year-end conferences, members of the SEC’s senior accounting and legal staff reinforced previously delivered guidance on several key financial reporting issues relevant to preparation of upcoming earnings releases, the 2016 Form 10-K and subsequent filings. We expect that the announced departures of SEC Chair Mary Jo White, Division of Corporation Finance Director […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audit committee, Compliance and disclosure interpretation, Dodd-Frank Act, Earnings disclosure, Financial reporting, Form 10-K, Form SD, GAAP, Sarbanes–Oxley Act, SEC, SEC enforcement, Securities regulation, Voluntary Disclosure
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Shareholder Challenges Pay Practice at Apple, Inc.
An Apple Inc. shareholder has proposed the following resolution be adopted at the 2017 annual shareholders’ meeting: “Resolved: shareholders recommend that Apple Inc. engage multiple outside independent experts or resources from the general public to reform its executive compensation principles and practices.” In a no-action letter issued Oct. 26, 2016, the SEC concurred with the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Executive Compensation, Incentives, No-action letters, Pay for performance, Rule 14a-8, Say on pay, SEC, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder voting
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Playing It Safe? Managerial Preferences, Risk, and Agency Conflicts
There is not one conflict between managers and shareholders. Various different underlying frictions create many manager-shareholder agency conflicts. Understanding the relevance of these various conflicts and how they vary across firms is crucial for designing incentive and governance structures that mitigate the impact of these conflicts on shareholder value and potentially the aggregate economy. For […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Agency costs, Antitakeover, Executive ownership, Incentives, Management, Manager characteristics, Managerial style, Mergers & acquisitions, Risk-taking, Shareholder value
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Weekly Roundup: January 6, 2016–January 12, 2017
Appraising the “Merger Price” Appraisal Rule Posted by Albert Choi, Virginia Law School, and Eric Talley, Columbia Law School, on Friday, January 6, 2017 Tags: Acquisitions, Agency costs, Appraisal rights, Arbitrage, Auctions, Boards of Directors, Delaware articles, Delaware law, Fair values, Firm valuation, Merger litigation, Mergers & acquisitions, Shareholder value, Shareholder voting Global and Regional […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Short-Termism and Shareholder Payouts: Getting Corporate Capital Flows Right
A fierce debate has been raging over whether shareholder-driven “short-termism” (or “quarterly capitalism”) is a critical problem for U.S. public firms, their investors, and the nation’s economy. Certain academics (Bratton and Wachter, 2010; Coffee and Palia, 2015), corporate lawyers (Lipton, 2015), Delaware judges (Strine, 2010), and think tanks (Aspen Institute, 2009) contend that quarterly capitalism, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, HLS Research
Tagged Capital formation, Dividends, Equity-based compensation, Long-Term value, Market efficiency, Payouts, Profitability, Public firms, Repurchases, Shareholder activism, Shareholder value, Short-termism
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A Strategic Cyber-Roadmap for the Board
This post reviews five director case studies of cyber-risk governance, compiled by The Conference Board Governance Center through interviews with board members who hold seats at a variety of public and non-public companies, including technology companies, Fortune 100 financial services companies, top 10 federally chartered credit union and professional associations. The case studies show examples […]
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Posted in Accounting & Disclosure, Boards of Directors, Securities Regulation
Tagged Accountability, Boards of Directors, Compliance & ethics, Cybersecurity, Insurance, Oversight, Risk disclosure, Risk management, Risk oversight, Securities regulation
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Corporate Governance: The New Paradigm
At the invitation of the International Business Council of the World Economic Forum, I prepared The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth. I presented The New Paradigm at the August 2016 meeting of the IBC and it was unanimously approved […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate culture, Disclosure, Engagement, ESG, Hedge funds, Institutional Investors, Long-Term value, Management, Risk management, Securities regulation, Shareholder activism, Shareholder rights, Shareholder value, Short-termism
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Process Is Paramount—Giving “100% Weight” to Merger Price in Determining Fair Value
On December 16, 2016, the Delaware Court of Chancery issued a post-trial opinion in an appraisal proceeding arising from the acquisition of Lender Processing Services, Inc. (“LPS” or the “Company”) by Fidelity National Financial, Inc. (“Fidelity”). In his opinion in Merion Capital LP et al. v. Lender Processing Services Inc., C.A. No. 9320-VCL (Del. Ch. […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fair values, Fairness review, Fiduciary duties, Go-shop, Market efficiency, Merger litigation, Mergers & acquisitions, Shareholder suits
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