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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
Weekly Roundup: September 9–September 15, 2016
Ex-Ante Corporate Governance Posted by George S. Geis, University of Virginia School of Law, on Friday, September 9, 2016 Tags: Agency model, Boards of Directors, Charter & bylaws, Contracts, Delaware articles, Delaware law, Management,Shareholder activism, Shareholder communications, Shareholder elections, Shareholder power, Shareholder proposals 2016 Proxy Mid-Season Review Posted by Heidi Welsh, Sustainable Investments Institute, on […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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SEC Clawbacks of CEO and CFO Compensation
Last week, the U.S. Court of Appeals for the Ninth Circuit affirmed the SEC’s interpretation of Section 304 of the Sarbanes-Oxley Act, which authorizes the SEC to seek to claw back performance-based compensation paid to CEOs and CFOs of public companies in certain circumstances. SEC v. Jensen (Aug. 31, 2016). The SEC’s power to seek clawbacks […]
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Posted in Court Cases, Executive Compensation, Securities Litigation & Enforcement, Securities Regulation
Tagged Clawbacks, Executive Compensation, Liability standards, Management, Misconduct, Misreporting, Pay for performance, SEC enforcement, Securities enforcement, Securities regulation, SOX, SOX Section 304, U.S. federal courts, Whistleblowers
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Crowdfunding and the Not-So-Safe SAFE
On May 16, 2016, the much-anticipated era of retail crowdfunding officially began in the United States. While it is far too early to pass judgment on the long-term prospects of the crowdfunding project more generally, it is possible at this juncture to assess how certain aspects of crowdfunding are developing. With respect to the menu […]
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Posted in Academic Research, Securities Regulation
Tagged Capital formation, Contracts, Crowdfunding, Equity securities, FAST Act, Investor protection, Retail investors, Securities regulation, Small firms, Tech companies, Venture capital firms
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Do Directors Suffer External Consequences for Poor Oversight of Executive Compensation? Evidence from Say-on-Pay Votes
The idea that directors could suffer penalties imposed by the external labor market when they fail in their oversight responsibilities is not a new one. Fama (1980) suggests that external labor market penalties could provide incentives for directors and help ensure shareholder-aligned oversight of firms. That is, ex post settling up in the directorial labor […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research
Tagged Board monitoring, Board turnover, Boards of Directors, Compensation committees, Executive Compensation, Executive performance, Interlocking boards, Labor markets, Management, Oversight, Reputation, Say on pay, Shareholder voting
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Protecting Companies from Political Spending Peril
No publicly traded company would consider a request for a sizable donation from a newly formed charity without exercising rigorous due diligence on how its money will be spent. Doing otherwise would risk its reputation and violate the managers’ fiduciary duties to the company shareholders. Good business practice requires no less of a company when […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accountability, Agency costs, Campaign finance, Citizens United v. FEC, Disclosure, Due diligence, Political spending, Public perception, Reputation, Transparency
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The Law and Brexit V
As we go to press, the UK cabinet is finally beginning the serious business of drawing up its “blueprint for Brexit”: the objectives and principles that should govern the future relationship with the EU and which will therefore drive the negotiated terms of exit. There are already reported to be tensions within Whitehall. Treasury officials, […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, Brexit, Capital markets, Cross-border transactions, ESMA, EU, Europe, Financial regulation, International governance, Mergers & acquisitions, Securities regulation, UK
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Prosecutors in the Boardroom: Mandating Governance Reforms Through Deferred Prosecution
Over the last decade, corporate criminal enforcement in the U.S. has undergone a dramatic transformation. Federal officials no longer simply fine publicly held firms that commit crimes. Instead, in addition to imposing a fine, prosecutors regularly use their enforcement authority to impose mandates on firms alter their internal governance. Prosecutors generally impose mandates through pretrial […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Accountability, Agency costs, Corporate crime, Corporate liability, Deferred prosecution agreements, DOJ, Liability standards, Management, Misconduct, Non-prosecution agreement, Securities enforcement, Settlements
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Taking Short-Termism Seriously: A Response to Charles Nathan
In a recent blog post on the Conference Board Governance Center’s website, “Activists Are Not the Culprit: So Don’t Shoot the Messenger”, Charles Nathan argues that criticism of short-termism is simultaneously misguided and hopeless. We agree with his ultimate practical advice—that companies have to engage more effectively with their major institutional shareholders to persuade them of […]
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Posted in Boards of Directors, Institutional Investors, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Beneficial owners, Engagement, Institutional Investors, Long-Term value, Securities regulation, Shareholder activism, Shareholder value, Short-termism
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Putting Directors’ Money Where Their Mouths Are
In a new paper, Putting Directors’ Money Where Their Mouths Are: A New Approach to Improving Corporate Takeover Dynamics, I put forward a new arrangement to protect shareholders from underpriced bids in takeover situations. Target boards, as stewards of the corporation who typically possess superior information about the desirability of unsolicited bids, could be expected […]
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Posted in Academic Research, Boards of Directors, Mergers & Acquisitions
Tagged Agency costs, Boards of Directors, Delaware articles, Delaware law, Hostile takeover, Information asymmetries, Mergers & acquisitions, Shareholder value, Short-termism, Skin in the game, Takeover defenses, Takeovers, Target firms, Underpricing
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Managerial Rents vs. Shareholder Value in Delegated Portfolio Management
There are two different organizational forms of mutual funds: closed-ended and open-ended. Closed-end funds (CEFs) issue a fixed number of shares that trade on secondary markets, while open-end funds (OEFs) issue and buy back shares at a price equal to the underlying net asset value on a daily basis. When the Investment Company Act, an […]
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Posted in Academic Research, Empirical Research
Tagged Asset management, Entrenchment, Fund managers, Fund performance, Investment Company Act, Liquidity, Market efficiency, Mutual funds, Private funds, Rent-seeking, Shareholder value
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