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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
How Economic Attention Deficit Disorder Infected the Corporate Boardroom
According to one widely reported study, three quarters of senior American corporate officials would not make an investment that would benefit a company over the long run if it would derail even one quarterly earnings report. [1] Combine that with the fact that corporate officials and institutional investors commonly over-discount the future, meaning that they […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Executive Compensation, Securities Regulation
Tagged Asset management, Broker-dealers, Capital markets, Disclosure, Executive Compensation, Financial reporting, Fund managers, Incentives, Long-Term value, Management, Securities regulation, Shareholder value, Short-termism
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Implications of the Recent Dell Appraisal Decision
On May 31, Vice Chancellor Laster of the Delaware Court of Chancery held that, for purposes of Delaware’s appraisal statute, the fair value of the common stock of Dell Inc. at the time of its sale to a group including the Company’s founder Michael Dell was $17.62 per share, almost a third higher than the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition premiums, Appraisal rights, Buyouts, Delaware cases, Delaware law, Fair values, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions, Underpricing
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Venture-Backed IPOs in 2015
2015 proved to be a tough year for venture-backed IPOs with the total number of IPOs completed decreasing by 37% from 2014. Life sciences companies represented over a majority of the IPOs completed in 2015, almost all of which relied in some part on insider participation. The outlook for IPOs in 2016 is still uncertain […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Accounting standards, Boards of Directors, Capital formation, Charter & bylaws, Equity-based compensation, IPOs, JOBS Act, Public firms, Small firms, Surveys, Takeover defenses, Tech companies, Venture capital firms
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CEO Pay at Valeant: Does Extreme Compensation Create Extreme Risk?
In our paper, CEO Pay at Valeant: Does Extreme Compensation Create Extreme Risk?, which was recently made publicly available on SSRN, we examine the relation between pay for performance and organizational risk. The litmus test for an effective executive compensation program is whether it provides incentive to attract, retain, and motivate qualified executives to pursue […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Agency costs, Boards of Directors, Compensation committees, Executive Compensation, Incentives, Long-Term value, Management, Pay for performance, R&D, Risk, Risk-taking, Shareholder value
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SEC Amendment to Form 10-K
The Securities and Exchange Commission (“SEC”) announced on June 1, 2016 that it has approved an interim final amendment to Form 10-K, implementing Section 72001 of the Fixing America’s Surface Transportation (“FAST”) Act, [1] to expressly permit issuers to provide a summary of business and financial information contained in the annual report, provided that each […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Disclosure, Exchange Act, FAST Act, Financial reporting, Form 10-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation
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SEC Enforcement: Private Equity Broker Registration
On June 1, 2016, the Securities and Exchange Commission (SEC) announced the settlement of an enforcement action against a private equity firm and its owner, alleging that the firm acted as an unregistered broker-dealer in connection with activities commonly conducted by sponsors of private equity funds. [1] Although several improprieties under the Investment Advisers Act […]
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Posted in Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Broker-dealers, Fund managers, Investment advisers, Private equity, Private funds, SEC, SEC enforcement, Securities enforcement, Settlements, Solicitation
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What are the Consequences of Regulating Executive Compensation?
The level and structure of executive compensation has been a frequently debated topic among politicians, CEOs, and academics since the financial crisis of 2007-2009. Critiques of compensation practices at financial services companies often attribute the crisis at least in part to incentive pay that purportedly encourages excessive risk taking. Regulators in Europe and the US […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation, Financial Regulation, International Corporate Governance & Regulation
Tagged Agency costs, Banker bonuses, Compensation regulation, EU, Executive Compensation, Executive turnover, Financial institutions, Financial regulation, Fund managers, Incentives, International governance, Management, Risk-taking, UK
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Weekly Roundup: June 10–June 16, 2016
Accounting for Rising Corporate Profits: Intangibles or Regulatory Rents? Posted by Jim Bessen, Boston University School of Law, on Friday, June 10, 2016 Tags: Accounting, Consumer protection, Efficiency, Firm performance, Firm valuation, Innovation, Lobbying, Market efficiency, Political spending, Profitability, R&D, Rent-seeking Chelsea Therapeutics: Management Projections & Fiduciary Duties Posted by Steven Epstein, Fried, Frank, Harris, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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