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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Appraising the “Merger Price” Appraisal Rule
In a new working paper, we consider the question of how best to measure “fair value” in a post-merger appraisal proceeding. Our inquiry spotlights an approach recently embraced by Delaware courts, which pegs fair value at the merger price itself (at least in certain situations). Using an economic framework that combines auction design, agency costs […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Court Cases, Empirical Research, Mergers & Acquisitions
Tagged 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
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Weekly Roundup: December 30, 2016–January 5, 2017
Are Directors Really Irrelevant to Capital Structure Choice? Posted by André Gygax, University of Melbourne, on Friday, December 30, 2016 Tags: Agency costs, Boards of Directors, Capital allocation, Capital structure, Fiduciary duties, Information environment, Interlocking boards, Leverage, Management, Social networks 2017 Board Priorities Report Posted by Steve Klemash and Ann Yerger, EY Center for Board […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Gender Parity on Boards Around the World
Perhaps no major issue in governance has risen up as ubiquitously across the globe as that of gender diversity in the boardroom. Board diversification has been embraced in principle by members of the issuer and investor communities alike—but in many countries, we’re clearly living in a “do as I say, not as I do” regime. […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Board composition, Board performance, Boards of Directors, Corporate culture, Diversity, Institutional Investors, Institutional Shareholder Services Inc., International governance, ISS, Securities regulation, Shareholder voting
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The Delaware General Corporation Law, Simplified
This post introduces a new resource for parsing the Delaware General Corporation Law (DGCL): the simplified DGCL, freely available at http://simplifiedcodes.com. The simplified DGCL is a re-write of the DGCL. It rearranges text and eliminates redundancies. As a result, it is less than half as long as the original, and hopefully much easier to read. […]
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Posted in Academic Research
Tagged Delaware law, DGCL, Legal systems, State law
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Activism, Strategic Trading, and Liquidity
Activist shareholders play an important role in modern corporate governance. The Economist describes them as “capitalism’s unlikely heroes” and reports that, between 2010 and 2014, half the companies in the S&P 500 index had an activist shareholder and one in seven were the target of an activist campaign (The Economist, February 7th 2015). Activism comes […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Firm performance, Firm valuation, Hedge funds, Information asymmetries, Information environment, Inside information, Institutional Investors, Investor horizons, Liquidity, Market efficiency, Shareholder activism
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REIT M&A, Governance and Activism—Themes for 2017
REIT expansion and consolidation continued their steady march in 2016, and, based on the current pipeline, appear to be on track for a similar, steady pace in 2017. The wild cards, of course, are interest rates and political uncertainty. At the same time as they have scaled up, REITs have also grown in sophistication and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Board performance, Board turnover, Boards of Directors, Compensation disclosure, Compensation ratios, Executive Compensation, Institutional Investors, Long-Term value, Management, Mergers & acquisitions, REIT, Risk management, Say on pay, Shareholder activism, Shareholder voting, Succession
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Jury Verdict in “Spread Bet” Insider Trading Case: A Reminder of U.S. Long-Arm Regulatory Risk
Trading firms in the United Kingdom and elsewhere outside the United States should continue to monitor ongoing efforts by U.S. regulators to assert long-arm jurisdiction over their trading activities. That’s the implication of a jury verdict recently obtained by the U.S. Securities and Exchange Commission (SEC) in SEC v. Sabrdaran et al. against a U.K.-based […]
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Posted in Court Cases, Derivatives, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Derivatives, Hedging, Information asymmetries, Inside information, Insider trading, International governance, Rule 10b-5, SEC enforcement, Section 10(b), Securities enforcement, Securities regulation, UK
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Controlling Stockholder M&A Does Not Automatically Trigger Entire Fairness Review
Delaware courts have outlined a “taxonomy” of controller transactions so that dealmakers can, with the benefit of a nuanced analysis of the specific facts and circumstances at hand, properly match the appropriate procedural protections to the degree of inherent conflict. Two years ago we highlighted a string of Delaware cases that addressed the question of […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Minority shareholders
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Rethinking Compensation Philosophies: Top 5 Questions for Boards
Does your organization’s philosophy on compensation deliver? In an age when competitive advantage is often tied to differentiation or industry disruption, many organizations focus on providing a unique value proposition to shareholders through their business strategy. But what about the role human-capital strategy plays? Can an organization’s approach to leadership development and talent management also […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Corporate culture, Engagement, Executive Compensation, Executive turnover, Incentives, Management, Pay for performance, Say on pay, Succession
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