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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
Are Public Companies Spending Too Little on Law Firms?
For at least the past decade, U.S. companies have been keenly focused on reducing their expenditures on outside counsel. Many have taken innovative and drastic actions to that end, such as negotiating alternative fee arrangements or making law firms compete for legal work in electronic auctions. Indeed, the conventional view remains that corporate clients are […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Acquisition agreements, Agency costs, Attorneys' fees, Decision-making, General counsel, Incentives, Leveraged acquisitions, Mergers & acquisitions, Private equity, Public firms, Shareholder value
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The Operational Consequences of Private Equity Buyouts
The private equity asset class has grown tremendously over the last thirty years, reaching $1.6 trillion in global transaction value between the years 2005 to 2007. At the same time, private equity (“PE”) firms generate much controversy. Critics argue that PE transactions are largely financial engineering schemes, burdening portfolio companies with high leverage and an […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Acquisitions, Buyouts, Firm performance, Long-Term value, Managerial style, Mergers & acquisitions, Ownership, Private equity, Private firms, Short-termism, Takeovers
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Commonsense Governance Principles: Returning Governance to its “Commonsense” Roots
The new “Commonsense Principles of Corporate Governance” (“the Principles”) are a welcome and thoughtful contribution to corporate governance discourse. Released on July 21, the Principles consist of a series of “commonsense” recommendations and guidelines concerning the roles and responsibilities of boards, companies and shareholders. They are intended to provide a basic framework for sound, long-term-oriented […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Board communication, Board composition, Board leadership, Boards of Directors, Commonsense Principles, Diversity, Financial reporting, Long-Term value, Management, Reputation, Shareholder rights
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2016 Proxy Season Review
This post summarizes significant developments relating to the 2016 U.S. annual meeting proxy season, including: Proxy Access Proposals Continue to Drive Changes. The dominant trend in Rule 14a-8 shareholder proposals and corporate governance actions in 2016 related to proxy access. A record number of proxy access proposals were made for the 2016 proxy season (around […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, ISS, Proxy access, Proxy season, Proxy voting, Rule 14a-8, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting
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Chairman and CEO: The Controversy over Board Leadership
Our paper, Chairman and CEO: The Controversy over Board Leadership, examines the circumstances under which companies decide to combine or separate the chairman and CEO roles and shareholder response to this decision. In recent years, companies have consistently moved toward separating the chairman and CEO roles. According to Spencer Stuart, just over half of companies in […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board independence, Board leadership, Board performance, Boards of Directors, Governance standards, Management, Non-executive chairman, Small firms, Succession
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How Do Investors Accumulate Network Capital? Evidence from Angel Networks
Networks are widespread in many financial markets, and play a crucial role in the transmission of information and mitigation of agency conflicts. In the context of entrepreneurial finance, Hochberg, Ljungqvist, and Lu (2007) show that venture capital (VC) funds with higher network centrality (i.e., better-networked VC funds) deliver better future performance, in terms of the […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Firm performance, Information environment, IPOs, Private equity, Reputation, Small firms, Social capital, Social networks, Tech companies, Venture capital firms
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Delaware Court on LLC Managers’ Authority to Delegate
The Delaware Court of Chancery recently issued an important opinion addressing the ability of managers of a limited liability company to delegate to non-managers. Obeid v. Hogan. CA. No. 11900-VCL (Del. Ch. Jun. 10, 2016). In Obeid, the plaintiff was a member and director of a board-managed LLC (the “Corporate LLC”) and a member and […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Court Cases, Practitioner Publications
Tagged Board independence, Boards of Directors, Corporate forms, Corporate governance, Delaware cases, Delaware law, Derivative actions, Derivative suits, Duty of good faith, Liability standards, Management
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Regulating Corporate Governance in the Public Interest: The Case of Systemic Risk
There’s long been a debate whether corporate governance law should require some duty to the public. The accepted wisdom is not to require such a duty—that corporate profit maximization provides jobs and other public benefits that exceed any harm. This is especially true, the argument goes, because imposing specific regulatory requirements and making certain actions […]
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Posted in Academic Research, Boards of Directors, Financial Crisis, Financial Regulation, Speeches & Testimony
Tagged Agency costs, Business judgment rule, Capital markets, D&O insurance, Director liability, Financial crisis, Financial regulation, Incentives, Management, Moral hazard, Public interest, Risk committee, Risk oversight, Risk-taking, SIFIs, Systemic risk
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