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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
Buyout Activity: The Impact of Aggregate Discount Rates
Leveraged buyouts are a powerful tool to alter incentives in firms and improve their corporate governance. Despite these benefits, the use of the buyout transaction varies wildly over time. In the U.S., peak buyout years exhibit close to one hundred public-to-private transactions and trough years as few as ten. What explains this dramatic time-variation in […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Acquisitions, Buyouts, Capital markets, Cost of capital, Debt, Going private, Incentives, IPOs, Leveraged acquisitions, Mergers & acquisitions, Private equity, Risk assessment, Risk-taking, Target firms
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Advance Notice Bylaws in Light of Corvex/Williams: Displacing the Placeholder Nomination
Advance notice bylaws are a near universal feature of the organizational documents of public companies. In their simplest form, they set a deadline, usually between 60 and 120 days before an upcoming stockholder meeting, by which a stockholder must give notice to the company of its intention to nominate director candidates and identify those nominees. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Advanced notice, Boards of Directors, Charter & bylaws, Director qualifications, Hedge funds, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder meetings, Shareholder nominations, Shareholder voting
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We Have a Consensus on Fraud on the Market—And It’s Wrong
Fraud on the market litigation has faced existential challenges in recent years, fueled by a broad academic policy consensus that it “just doesn’t work.” This consensus has, in large part, focused on two theoretical critiques of private securities litigation, the “diversification critique” and the “circularity critique.” The diversification critique holds that potential fraud losses to […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Diversification, Fraud-on-the-Market, Halliburton, Information asymmetries, Information environment, Market efficiency, Rule 10b-5, Securities fraud, Securities litigation, Securities regulation
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Blockholders: a Survey of Theory and Evidence
Our new paper, Blockholders: a Survey of Theory and Evidence, surveys the role of large shareholders in corporate governance. We start by analyzing the underlying property rights of public corporations and blockholders. How are public corporations similar to other forms of private property and how are they different? We then define a blockholder by discussing […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Blockholders, Capital markets, Engagement, Firm performance, Institutional Investors, Management, Ownership, Property rights, Public firms, Shareholder activism, Shareholder voting
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Do CEOs Affect Employee Political Choices?
Do CEOs affect political choices of their employees? Using a large sample of U.S. firms, we find evidence that they do. First, we document that employees donate significantly more money to CEO-supported political candidates than to otherwise similar candidates not supported by the CEO. In 2012, for example, Barack Obama raised three times more money […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Campaign finance, Congressional elections, Employees, Management, Managerial style, Political spending, Presidential elections, Social capital, Social networks
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Recovery and Resolution: Uneven Bars for CCPs and Banks
The CFTC last month issued extensive new recovery and resolution planning guidance (CFTC Guidance) for central counterparty clearinghouses (CCPs). While banks and insurance companies have recently received some relief with respect to their resolution plans, the CFTC Guidance significantly raises the bar on the depth and breadth of detail and analysis expected for CCPs. The […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Regulation, Practitioner Publications
Tagged Bankruptcy, Banks, CFTC, Clearing houses, Failed banks, Financial institutions, Financial regulation, Liquidity, Recovery & resolution plans, Risk assessment, Risk management, Systemic risk, Transparency
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The 2016 Proxy Season: Proxy Access Proposals
For the second year in a row, the most prevalent governance-related shareholder proposals in 2016 were those that sought to implement proxy access, a mechanism allowing shareholders to nominate directors and have those nominees listed in the company’s proxy statement and on the company’s proxy card. While the continuing momentum of proxy access proposals is […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Glass Lewis, Institutional Investors, ISS, No-action letters, Precatory proposals, Proxy access, Proxy advisors, Proxy season, Rule 14a-8, SEC, Securities regulation, Shareholder nominations, Shareholder proposals, Shareholder voting
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Weekly Roundup: August 19–August 25, 2016
Creating a Foundation for a Substantive Debate on Proxy Access Proposals Posted by Bernard S. Sharfman, R Street Institute, on Friday, August 19, 2016 Tags: Boards of Directors, CFA Institute, Proxy access, Proxy season, Proxy voting, SEC, Securities regulation,Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder value,Shareholder voting The Recent Decline in Legal Challenges […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Whack-a-Mole: The Evolving Landscape in M&A Litigation Following Trulia
The landmark January 2016 Delaware Chancery Court decision in Trulia has led to dramatic changes in the M&A litigation landscape. On a surface level, the results are straightforward—a sharp reduction in the use of pre-closing “disclosure-only settlements” to dispose of mostly nuisance suits filed indiscriminately on virtually every deal whereby a target’s shareholders would receive […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Attorneys' fees, Delaware cases, Delaware law, Disclosure, Fair values, Firm valuation, Forum selection, In re Trulia, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits
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