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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
Broadening Noteholders’ Ability to Receive Redemption Premiums Following Indenture Defaults
In a decision issued on September 19, 2016, the U.S. District Court for the Southern District of New York ruled that bondholders were entitled to a “make-whole” redemption premium, as opposed to a repayment at par, following a default by the issuer under the related bond indenture. The decision raises important considerations for issuers of […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Bondholders, Bonds, Covenants, Debt, Debt securities, Debtor-creditor law, Defaults, Risk, U.S. federal courts
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Problems Using Aggregate Data to Infer Individual Behavior
Many studies in finance and beyond compare firms and markets across countries. These studies have been influential, especially in the area of corporate governance. There is a rarely discussed—indeed hardly noticed—split in how researchers seek to explain differences in firms or individuals across countries. Some papers form country averages of a particular characteristic, such as […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Boards of Directors, Common-law claims, International governance, Investor protection, Ownership structure, Securities regulation
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Universal Proxies
The Securities and Exchange Commission is expected to soon propose a rule regarding universal proxies. At the urging of investors groups, SEC Chair Mary Jo White has made a universal proxy rule an objective of her tenure. But a rider to a spending bill passed by the House and pending in the Senate intends to […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Legislative & Regulatory Developments, Securities Regulation
Tagged Boards of Directors, Management, Proxy contests, Proxy fights, Proxy materials, Proxy voting, Rule 14a-4, SEC, Shareholder activism, Shareholder nominations, Shareholder rights, Shareholder voting, Universal proxy ballots, US House, US Senate
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The Legal and Regulatory Requirements of Executive Compensation
More and more, we are seeing boards engage with shareholders and other stakeholders about executive compensation. But what has motivated this new attitude? We take a closer look at the drivers behind it, including provisions of the Dodd-Frank Act, the role of proxy advisors and shareholder pressure, and offer advice on how boards can do […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, CD&A, Clawbacks, Compensation committees, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Golden parachutes, Institutional Investors, Proxy advisors, Regulation FD, Say on pay, Securities regulation
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Culpable Participation in Fiduciary Breach
To instigate a fiduciary’s breach of duty or otherwise participate in that breach constitutes a tort when the action is done purposefully or knowingly and causes injury to the beneficiary of the fiduciary duty. This proposition of accessory liability is well settled in tort doctrine but not prominent in prior scholarship in the United States. […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions
Tagged Boards of Directors, Charter & bylaws, Contracts, Delaware cases, Delaware law, Duty of good faith, Fiduciary duties, Liability standards, Merger litigation, Misconduct, Negligence, RBC Capital, Shareholder suits, Tortious interference
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Are Friday Announcements Special? Overcoming Selection Bias
One striking behavioral regularity often cited as evidence of behavioral biases in the market is investors’ inattention on Fridays. This regularity is explained using the intuition that on Fridays, investors and traders could be preoccupied with the upcoming weekend and, thus, pay less attention to corporate news announcements on that day. Studies investigating this issue […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Behavioral finance, Capital markets, Dividends, Earnings announcements, Earnings disclosure, Firm performance, Information environment, Market efficiency, Market reaction, Market timing, Merger announcements, Repurchases
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Moving Towards a FinTech National Banking Charter?
Over the past two weeks, the Office of the Comptroller of the Currency (“OCC”) has taken two important steps potentially towards the chartering of national trust or special purpose banks focused on FinTech businesses. While clearly of interest to those who may seek a FinTech national trust or special purpose bank, these steps are also […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Deposit insurance, Exchange Act, FDIC, Financial institutions, Financial regulation, Financial technology, Innovation, OCC, Securities regulation, State law
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CEO Succession Practices in the S&P 500: 2016 Edition
According to a new report by The Conference Board, the rate of succession of older CEOs of large U.S. public companies slowed significantly in 2015, bringing to a halt a generational shift in business leadership that had been observed since the financial crisis. The report, CEO Succession Practices: 2016 Edition, annually documents and analyzes succession […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Board communication, Board independence, Boards of Directors, Corporate culture, Diversity, Executive Compensation, Executive performance, Executive turnover, Firm performance, Management, Pay for performance, Succession
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Distracted Shareholders and Corporate Actions
Do institutional shareholders have an unlimited capacity to monitor firms, or are they subject to attention constraints? And if they are, what are the consequences for firm governance? While a growing literature in economics studies limited attention, its impact on corporate actions is largely unexplored (few exceptions include Teoh, Welch, and Wong (1998a,b), and Hirshleifer […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Accountability, Acquisitions, Agency costs, Behavioral finance, Information environment, Institutional Investors, Management, Mergers & acquisitions, Oversight
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