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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
The Indispensability of the Shareholder Value Corporation
Despite their differences of opinion on other issues, most corporate law and governance scholars have tended to agree upon one thing at least: that the overarching normative objective of corporate governance—and, by implication, corporate law—should be the maximization (or, at least, long-term enhancement) of shareholder wealth. Indeed this proposition—variously referred to as the “shareholder wealth […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Benefit corporation, Corporate forms, Dual-class stock, Legal systems, Ownership structure, Public firms, Public interest, Shareholder power, Shareholder primacy, Shareholder value
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Weekly Roundup: June 23–June 30, 2016
Non-GAAP Financial Measures: The SEC’s Evolving Views Posted by Nicolas Grabar and Sandra Flow, Cleary Gottlieb Steen & Hamilton LLP, on Friday, June 24, 2016 Tags: Accounting, Accounting standards, Compliance and disclosure interpretation, Disclosure, Earnings announcements,Financial reporting, Foreign issuers, Performance measures, Regulation G, Regulation S-K, SEC, Securities regulation,Taxation Delaware Share Ownership and the Blockchain Posted […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Light at the End of the (Channel) Tunnel
The decision to hold a referendum as to whether the United Kingdom (UK) should remain a member of the European Union (EU) introduced the term “Brexit” into the global political lexicon. Now that the UK has voted to leave the EU, the term has spawned new variations: will the UK’s departure be a “soft-Brexit” or […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Brexit, Capital markets, Cross-border transactions, ESMA, EU, Europe, Financial institutions, Financial regulation, International governance, Jurisdiction, UK
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Engagement: New Imperatives
Investors expect a new approach to engagement—one that covers important topics, meets their needs, and often involves directors. Companies with effective engagement programs are seizing the opportunity to build important relationships with long-term shareholders before crises hit. And they’re taking credit for them publicly, setting the bar higher for other companies. So how does your company […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Disclosure, Engagement, Executive Compensation, Institutional Investors, Long-Term value, Proxy access, Proxy contests, Proxy voting, Say on pay, Transparency
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Seven Deadly Fallacies of Activist Investing’s Critics
Attacks on activist investing often tread a familiar and well-worn road, long on inflammatory rhetoric and specious arguments and short on reason and respect for the facts. A recent example is a commentary by two Wachtell Lipton lawyers entitled “Corporate Governance Update: Holding Activists and Proxy Advisory Firms Accountable,” published in the New York Law Journal […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Firm performance, Institutional Investors, Long-Term value, Management, Proxy voting, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
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Does the Market Value CEO Styles?
In our article, Does the Market Value CEO Styles?, recently published in the American Economic Review, we study how investors perceive the skill set that different types of CEOs bring into their companies. A growing body of research offers evidence that CEOs and other top executives show large and persistent person-specific heterogeneity in their management […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Behavioral finance, Earnings announcements, Executive performance, Firm performance, Management, Manager characteristics, Managerial style, Market reaction
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Focusing the Lens of Disclosure on Board Diversity, Non-GAAP, and Sustainability
Investors and regulators everywhere share a common interest in effective disclosures, robust corporate governance practices and strong corporate cultures, which are fundamental for fair and efficient markets and to achieve sustainable value. But, as the preamble to ICGN’s Global Governance Principles acknowledges, there are differences from jurisdiction to jurisdiction as to what precisely we are […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Board composition, Boards of Directors, Disclosure, Diversity, Engagement, Environmental disclosure, ESG, Financial reporting, Investor protection, SEC, Securities regulation, Sustainability, Transparency
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Pushbacks and Delaware Appraisal Arbitrage
For over a decade hedge funds have utilized Delaware’s appraisal statute as a strategy to arbitrage either the statutory interest rate, or the possibility of a litigated capital gain, or both. Typically, hedge funds will buy into the stock of the target company after a merger is announced, and then litigate or settle the case […]
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Posted in Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Arbitrage, Buyouts, Delaware cases, Delaware law, DGCL, Hedge funds, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions, Shareholder voting, Transkaryotic
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