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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
Directors’ Fiduciary Duties in Approving Mergers
On July 28, 2016, the Delaware Court of Chancery held that stockholders of Riverstone National, Inc. had adequately stated a breach of fiduciary duty claim against the company’s directors who approved a merger that extinguished threatened derivative claims against them. See In re Riverstone Nat’l, Inc. S’holder Litig., C.A. No. 9796-VCG (Del. Ch. July 28, 2016). The […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Derivative suits, Director liability, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits
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Interest in Appraisal
In a forthcoming article, we critique Delaware’s system for awarding prejudgment interest in stockholder appraisal actions and propose a set of reforms designed to improve upon the existing regime. The recent rise in appraisal litigation is largely a positive development, as we have argued before and as mounting evidence confirms. Nonetheless, it has sparked a […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Acquisition agreements, Appraisal rights, Arbitrage, Delaware law, Delaware legislation, Fair values, Incentives, Mergers & acquisitions, Minority shareholders, Settlements, Shareholder suits
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Form 13f (Mis) Filings
We examine the reliability of Form 13F filings and document the widespread presence of significant reporting errors. Even among a select group of high-profile bank holding companies, we find that filing firms frequently (1) report their holdings of securities that do not appear on the SEC’s Official List, (2) report inaccurate market prices for securities […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors, Securities Regulation
Tagged Disclosure, Exchange Act, Filings, Form 13F, Institutional Investors, ISS, Misreporting, Reporting regulation, SEC, Securities regulation, Stock mispricing, Transparency
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The Importance of Trust for Investment
In our article, The Importance of Trust for Investment: Evidence from Venture Capital, forthcoming in the Review of Financial Studies, we ask whether trust among nations affects the decision to make an investment across different countries, how trust is related to investment success, and how trust affects deal structures. Following the social capital literature, we […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Behavioral finance, Capital formation, Contracts, Cross-border transactions, EU, Europe, International governance, Risk assessment, Social capital, Venture capital firms
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Regulating Conduct & Culture in the Financial Industry
The Eurofi High Level Seminar 2016, which took place in Amsterdam from 20-22 April during the Dutch EU Council Presidency, examined new trends and objectives in the financial sector, amongst which the improvement of conduct and culture. The full report of the event was made available this month, containing an account of the discussions held […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Banks, Boards of Directors, Compliance & ethics, Corporate culture, EU, Europe, Financial institutions, Financial regulation, International governance, Management, Managerial style
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A Critique of the ValueAct Settlement
The announced settlement of the referenced matter appears to be a product of coerced capitulation rather than of the parties’ relative assessments of the merits. It appears that ValueAct, in response to the FTC’s post-litigation decision to dramatically increase the penalties for violations of the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) and to apply […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Beneficial owners, Disclosure, DOJ, Exchange Act, FTC, Hart-Scott-Rodino Act, Schedule 13D, SEC, Securities regulation, Settlements, Shareholder activism, ValueAct Capital
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Conglomerate Investment, Skewness, and the CEO Long-Shot Bias
Making investment decisions that maximize shareholder value is the central task of corporate managers, and every MBA curriculum features state-of-the-art valuation tools prominently. Nevertheless, making investment decisions in the real world is difficult because even the best valuation tools rely to a considerable extent on assumptions that are subjective. Consistent with substantial residual uncertainty around […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Behavioral finance, Capital allocation, Decision-making, Management, Managerial style, Risk, Risk-taking, Shareholder value
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Weekly Roundup: July 29–August 4, 2016
Creditors’ Incentives to Monitor: The Impact of CEO Compensation Structure Posted by Francesco Vallascas, University of Leeds, on Friday, July 29, 2016 Tags: Agency costs, Behavioral finance, Debt, Debt contracts, Equity-based compensation, Executive Compensation,Financial institutions, Incentives, Management, Risk-taking, Short-termism, Stock options, Stock performance Refreshing the Board Posted by Steven B. Stokdyk and Joel H. Trotter, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Commonsense Corporate Governance Principles: Who Was Missing from the Table?
A most curious press release sprouted up amidst summer’s hot growing season: 13 leaders of public companies and investing firms have put forth self-professed governance principles for public companies. As can often happen with a group drawn from diverse constituencies, however, and no matter how laudable the goal, the message avoided controversy—and thus at times […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Accounting standards, Board composition, Board dynamics, Boards of Directors, Commonsense Principles, Corporate governance, Engagement, Entrenchment, Financial reporting, Institutional Investors, Pension funds, Proxy access, Shareholder voting, Short-termism
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Boards, Shareholders, and Executive Pay
More and more, we are seeing boards engage with shareholders and other stakeholders about executive compensation. But what has motivated this new attitude? We take a closer look at the drivers behind it, including provisions of the Dodd-Frank Act, the role of proxy advisors and shareholder pressure, and offer advice on how boards can do […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation disclosure, Dodd-Frank Act, Engagement, Executive Compensation, Glass Lewis, Golden parachutes, ISS, Proxy advisors, Proxy voting, Regulation FD, Say on pay, SEC, Securities regulation, Shareholder voting
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