-
Supported By:
Subscribe or Follow
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
A New Vein of Liability: Limits on Director Compensation
Compensation committees composed of independent outside directors were created as the check-and-balance guardians against management compensation engorgement. But as the Roman philosopher Cicero famously posed, “Who guards the guards?” A few, relatively recent cases stemming from director compensation—most prominently involving outside directors at Citrix and Facebook—have opened up a new front for the Delaware plaintiff’s […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Agency costs, Boards of Directors, CD&A, Compensation committees, Compensation disclosure, Corporate liability, Delaware cases, Delaware law, Director compensation, Say on pay, Settlements, Shareholder suits
Comments Off on A New Vein of Liability: Limits on Director Compensation
Political Lending
In a new paper, Political Lending, we investigate a previously unexplored channel that could be used by firms to enhance the wealth of individual politicians: the amount and terms of the personal debt taken on by politicians and their close family members. Personal debt is economically significant as liabilities are close to 40% of the […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Empirical Research, Financial Regulation
Tagged Bank loans, Banks, Behavioral finance, Campaign finance, Conflicts of interest, Debt, Disclosure, Financial institutions, Financial regulation, Social capital, US House, US Senate
Comments Off on Political Lending
The Diminishing Availability of Post-Closing Damages in Non-Controller M&A Transactions
Both Miami v. Comstock (Aug. 24, 2016) and Larkin v. Shah (Aug. 25, 2016) reflect the evolution of recent Delaware jurisprudence toward affording significantly greater deference to directors’ and stockholders’ decisions in non-controller transactions. In both cases, the Delaware Court of Chancery dismissed the plaintiffs’ post-closing actions for damages that were based on claims of […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Duty of loyalty, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder voting
Comments Off on The Diminishing Availability of Post-Closing Damages in Non-Controller M&A Transactions
Climate Change, Sustainability and Other Environmental Proposals
In recent years, a growing group of investors has called upon issuers to make available certain sustainability-related disclosures. In this same vein, several non-profit organizations, such as the Sustainability Accounting Standards Board (“SASB”), the Global Reporting Initiative (“GRI”), the Climate Disclosure Standards Board (“CDSB”) and the International Integrated Reporting Counsel (“IIRC”), have developed voluntary sustainability […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Glass Lewis, Institutional Investors, ISS, No-action letters, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, SEC, Shareholder proposals, Shareholder voting, Sustainability
Comments Off on Climate Change, Sustainability and Other Environmental Proposals
The Effect of Prohibiting Deal Protection in M&A: Evidence from the United Kingdom
In any public-company acquisition, the need for shareholder and regulatory approvals creates a window between the date of the deal signing/announcement and the date that the acquirer can close the deal. This window, which is approximately three months on average, introduces the possibility that a higher-value bid will emerge between the signing and the closing. […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, HLS Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Acquisition agreements, Acquisitions, Bidders, Deal protection, International governance, Mergers & acquisitions, Offer pricing, Shareholder value, Termination fees, UK
Comments Off on The Effect of Prohibiting Deal Protection in M&A: Evidence from the United Kingdom
Disclosure-Only Settlements in M&A Litigation
Since our last blog post on the changing landscape of disclosure-only settlements in the Delaware Court of Chancery, there have been developments in several areas, including the continued lower filing rates for shareholder litigation in Delaware, the adoption of the Trulia “plainly material” standard for supplemental disclosures by the Seventh Circuit, and the lower standard […]
Click here to read the complete post
Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Class actions, Delaware cases, Delaware law, Disclosure, In re Trulia, Materiality, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law, U.S. federal courts
Comments Off on Disclosure-Only Settlements in M&A Litigation
CEO Pay and the Rise of Relative Performance Contracts: A Question of Governance?
Lacklustre growth seems to be the new normal almost everywhere in the world except for one area—the pay of Chief Executive Officers (CEO). For S&P500 firms, the average CEO made 31 times the wage of the average production worker in 1970 but rose to 325 by 2008 (Conyon et al., 2011) and 335 in 2015. […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Equity-based compensation, Executive Compensation, Executive performance, Executive value, Firm performance, Institutional monitoring, International governance, Long-Term value, Management, Pay for performance, Peer groups, Transparency, UK
Comments Off on CEO Pay and the Rise of Relative Performance Contracts: A Question of Governance?
Special Meeting Proposals
Shareholders petitioning the board for the special meeting right propose either to create the right or, in circumstances where the right already exists, lower the minimum share ownership threshold required to exercise the right. As of June 30, 2016, 295 companies in the S&P 500 already provided their shareholders with the right to call a […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Glass Lewis, Institutional Investors, ISS, No-action letters, Ownership, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, SEC, Shareholder meetings, Shareholder proposals, Shareholder voting
Comments Off on Special Meeting Proposals
Venture Capital 2.0
Over the last decade, a wide consensus has emerged regarding the changing structure of the venture capital industry. For example, with a few notable exceptions, most traditionally structured venture capital firms have delivered uninspiring returns. This has not only led to a significant decrease in the number of venture capital funds, but also has steered […]
Click here to read the complete post
Posted in Academic Research, Private Equity, Securities Regulation
Tagged Capital formation, Crowdfunding, Equity capital, Fund managers, IPOs, JOBS Act, Liquidity, Private equity, Tech companies, Venture capital firms
Comments Off on Venture Capital 2.0