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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 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
The Recent Decline in Legal Challenges to M&A Deals
For the first time since 2009, the percentage of M&A deals valued over $100 million that were subject to shareholder litigation declined to below 90 percent in 2015 and so far in 2016. The lower rate in late 2015 and the first half of 2016 may be due to the impact of the January 2016 […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Derivative suits, Disclosure, In re Trulia, Jurisdiction, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law
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Creating a Foundation for a Substantive Debate on Proxy Access Proposals
If shareholder proposals on proxy access—that is, the ability of certain large shareholders to have their own slates of nominees to corporate boards included in the proxy materials companies must distribute ahead of their annual meetings—were candidates running for election, they could be thought of as running unopposed. That is, ever since the Office of […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Securities Regulation
Tagged 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
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Weekly Roundup: August 12–August 18, 2016
Will I Get Paid? Employee Stock Options and Mergers and Acquisitions Posted by Ilona Babenko, Arizona State University, on Friday, August 12, 2016 Tags: Acquisition agreements, Acquisitions, Bidders, Equity-based compensation, Mergers & acquisitions, Stock options,Takeover premiums, Target firms, Tech companies Stakes Go Up In SEC Administrative Proceedings Posted by Wayne M. Carlin, Wachtell, Lipton, Rosen […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Executive Compensation: What Worked?
There is a widespread consensus that something is seriously wrong with executive pay. Managerial compensation has generated controversy and criticism for at least a quarter-century, but various reforms aimed at curbing compensation have enjoyed little success. For those perplexed or frustrated that these reforms have not checked top pay, history can provide valuable lessons. American […]
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Posted in Academic Research, Boards of Directors, Executive Compensation
Tagged Boards of Directors, Compensation guidelines, Compensation ratios, Corporate culture, Executive Compensation, Labor markets, Management, Taxation
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Bankruptcy for Banks: A Sound Concept That Needs Fine-Tuning
The House of Representatives is pushing to enact a bankruptcy act for banks. It has passed a bankruptcy-for-banks bill, sent it to the Senate, and now embedded it in its appropriations bill, meaning that if Congress is to pass an appropriations bill this year, it may also have to enact the bankruptcy-for-banks bill. Is that […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Regulation, HLS Research, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Bailouts, Bankruptcy, Banks, Derivatives, Director liability, Failed banks, Financial crisis, Financial institutions, Financial regulation, Liability standards, Restructurings, SIFIs, Systemic risk, Too big to fail, US House
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CEO Pay-For-Performance
Recent research featured in the Wall Street Journal article, “Best Paid CEOs Run some of the Worst-Performing Companies,” questions basic design premises of the public company CEO compensation model in the US. Specifically, the research [“study”] argues that delivering large equity grants—above the median of companies in the study—to CEOs is not an effective way […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Agency model, Equity-based compensation, Executive Compensation, Incentives, Management, Pay for performance, Peer groups, Say on pay, Shareholder value
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From Corporate Law to Corporate Governance
In the 1960s and 1970s, corporate law and finance scholars recognized that neither discipline was doing a very good job of explaining how corporations were really structured and performed. For legal scholars, Yale Law School professor and then Stanford Law School dean Bayless Manning confessed that corporate law has “nothing left but our great empty […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Agency model, Corporate forms, Corporate governance, Decision-making, Fiduciary duties, Legal systems, Long-Term value, Securities regulation, Shareholder rights, Short-termism, Stakeholders
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Estimating the Compliance Costs of Sarbox Section 404(B)
An extensive literature across law, accounting, economics and finance has analyzed the compliance costs of securities regulation. In the US context, the Sarbanes-Oxley (hereafter SOX) legislation enacted in 2002 has been a particular focus of attention. However, its social welfare consequences remain controversial. My new working paper on Estimating the Compliance Costs of Securities Regulation: […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Compliance & ethics, Financial reporting, Private benefits of control, Public float, Reporting regulation, Securities regulation, SOX, SOX Section 404
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Optimizing Board Evaluations
The effectiveness of a company’s board of directors is critical for ensuring that the company has a sound and long-term business strategy that is executed within an environment of prudent risk management. Board effectiveness contributes to the sustainability of the corporation over the long term and is therefore of vital importance to stockholders and other […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accountability, Board communication, Board dynamics, Board evaluation, Board independence, Board monitoring, Board performance, Boards of Directors, Corporate culture, Oversight
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