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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
Selling Hope, Selling Risk
Most existing work in the fields of corporate governance and investor protection assumes that corporate managers (and bankers, analysts, brokers and the like) are smart—and selfish—utility maximizers, while many investors are not. That follows naturally from the assumption that the former got to where they are via success in competitive crucibles that reward rationality, and […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement, Securities Regulation
Tagged Behavioral finance, Compliance & ethics, Disclosure, Diversity, Information environment, Insider trading, Investor protection, Market efficiency, Misconduct, Overconfidence, Securities regulation
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It Pays to Set the Menu: Mutual Fund Investment Options in 401(k) Plans
401(k) plans have experienced significant growth in recent years, gradually replacing other pension arrangements. Many participants in these plans have no financial investments other than their retirement savings. Therefore, an important economic issue emerging from the growth of defined contributions is whether current employees can accumulate sufficient wealth for retirement in their 401(k) accounts. As […]
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Posted in Academic Research, Empirical Research
Tagged 401(k), Conflicts of interest, ERISA, Fiduciary duties, Form 11-K, Fund managers, Fund performance, Incentives, Investor protection, Mutual funds, Pension funds, Retirement plans
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Navigating A New Management-Board Relationship
These can be difficult days for anyone in management who frequently deals with the company’s board of directors. That once-comfortable relationship between management and the board, particularly in public companies, is being strained by unprecedented change. It often plays out in ways that can feel intrusive and irritating—requests for more data, reports, presentations and meetings—all […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board communication, Board composition, Board dynamics, Boards of Directors, Director qualifications, Diversity, Engagement, Executive turnover, Management, Oversight, Shareholder activism, Succession
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The Fed’s Commodities Proposal: Safety and Soundness Regulation or Indirect Prohibition?
On September 23, 2016, the Board of Governors of the Federal Reserve System (Federal Reserve) issued its long-expected proposed rule (Proposed Rule) relating to permissible financial holding company (FHC) commodities activities. The Proposed Rule follows up on the Section 620 Study (Study) issued by the U.S. federal banking regulators two weeks earlier, in which the […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Broker-dealers, Commodities, Derivatives, Disclosure, Federal Reserve, Financial institutions, Financial regulation, Reporting regulation, Risk, Securities regulation, Systemic risk
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Institutional Investor Cliques and Governance
Do institutional investors work together to influence firm policies and governance? Researchers often think of owners as independent actors. This leads to the common view that dispersed ownership will result in poorer governance, all else equal, because small owners will not have the incentive to monitor individually (the “free rider” problem). However, in recent years it has become widely acknowledged […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Information environment, Institutional Investors, Ownership structure, Proxy voting, Shareholder activism, Shareholder voting, Social networks
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Delaware Court’s Reliance on MFW to Dismiss Challenge to Going Private Transaction
In a recent decision, Vice Chancellor Laster of the Delaware Court of Chancery clarified certain issues related to the obligations of a controlling stockholder that often arise in connection with going private and similar transactions. The case involved a relatively conventional proposal by a controlling stockholder (the Anderson family) to acquire the remaining shares of […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Fiduciary duties, Going private, Merger litigation, Mergers & acquisitions, Minority shareholders, Offer pricing, Shareholder suits
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Private Tech Growth as an Asset Class
Though everyone in the venture community is cognizant of the growth in the number and size of mega-private financings (i.e., $100MM+), we wanted to present our clients with a much clearer understanding of the trend and how it is impacting the capital markets for emerging growth technology companies. To do that, we analyzed literally thousands […]
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Posted in Practitioner Publications, Private Equity
Tagged Capital formation, Firm valuation, IPOs, Private equity, Private firms, Tech companies, Venture capital firms
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Tournament Incentives and Firm Innovation
A growing sentiment following the recent financial crisis is that CEOs are overpaid and that their large compensation dilutes shareholder value. This sentiment is partly rooted in the fact that the pay disparity between CEOs and other employees has rapidly grown over the last three decades. Recent evidence shows that non-CEO executives on average earn […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Compensation ratios, Executive Compensation, Executive performance, Firm performance, Incentives, Innovation, Management, Patents, R&D, Reporting regulation, Risk-taking, Shareholder value
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Protecting the Interests of Long-Term Shareholders In Activist Engagements
Key Takeaways State Street Global Advisors (SSgA) recognizes that activists can bring positive change to underperforming companies, especially when boards or management ignore investor concerns about poor corporate governance practices. As near permanent capital, SSgA’s main goal is to ensure that activists are helping to promote long-term value creation in whatever way they choose to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Firm performance, Institutional Investors, Institutional voting, Investor horizons, Long-Term value, Management, Proxy contests, Proxy voting, Settlements, Shareholder activism, Shareholder value, Short-termism
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Responding to Concerns Regarding the Protection of the Interests of Long-Term Shareholders in Activist Engagements
On October 10, 2016, State Street Global Advisors (SSGA) issued a press release and published an article (discussed on the Forum here) expressing wariness about rapid settlements with activists without the input of long-term shareholders, a view shared by other large institutional investors. To address this concern, SSGA CEO Ron O’Hanley requested that “corporate boards develop […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Long-Term value, Mergers & acquisitions, Proxy contests, Settlements, Shareholder activism, Shareholder value, Shareholder voting
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