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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
Dictation and Delegation in Securities Regulation
Prominent scholars have descried a pattern of boom and bust in securities laws: after financial crisis comes “bubble law,” “quack” regulation that is a misguided populist reaction with little empirical support. [1] In other words, crisis leads to reactionary legislation. But what about when Congress legislates in the absence of a precipitating crisis—most recently, in […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Empirical Research, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Asset bubbles, Dodd-Frank Act, Enron, Financial crisis, Financial institutions, Financial reform, Financial regulation, Governance reform, JOBS Act, SEC, SEC rulemaking, Securities regulation, SOX
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The Value-Decreasing Effect of Staggered Boards
In an article published in the Journal of Financial Economics in 2013, How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment, we provided evidence that market participants perceive staggered boards to be, on average, value-decreasing. In an April 2016 paper, summarized in a recent post on the Forum (available here), Amihud and […]
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Posted in Academic Research, Boards of Directors, Empirical Research, HLS Research
Tagged Antitakeover, Classified boards, Entrenchment, Shareholder value, Shareholder voting, Staggered boards, Takeover defenses
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The “Gimlet Eye” and Shareholder Voting
On May 19, 2016, the Delaware Chancery Court preliminarily enjoined the directors of Cogentix Medical from reducing the size of the company’s board because, under the facts presented, there was a reasonable probability that the board reduction plan was implemented to defeat insurgent candidates in a contested director election. Pell v. Kill, C.A. No. 12251-VCL […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Board dynamics, Boards of Directors, Classified boards, Delaware cases, Delaware law, Management, Merger litigation, Mergers & acquisitions, Proxy contests, Proxy fights, Shareholder elections, Shareholder rights, Shareholder suits, Shareholder voting
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Managerial Performance Incentives and Firm Risk During Economic Expansions and Recessions
In our article, Managerial Performance Incentives and Firm Risk during Economic Expansions and Recessions, which is forthcoming in the Review of Finance, we show that the relationship between managerial pay-for-performance incentives and risk taking is pro-cyclical. A significant portion of executive pay packages are in the form of equity-based compensation, which create pay-for-performance sensitivity and […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation, Financial Crisis
Tagged Agency costs, Equity-based compensation, Executive Compensation, Financial crisis, Firm performance, Incentives, Management, Managerial style, Pay for performance, Risk, Risk management, Risk-taking, Stock returns
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Getting the Most from the Evaluation Process
More than ten years have passed since the New York Stock Exchange (NYSE) began requiring annual evaluations for boards of directors and “key” committees (audit, compensation, nominating/governance), and many NASDAQ companies also conduct these evaluations annually as a matter of good governance. [1] With boards now firmly in the routine of doing annual evaluations, one challenge […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board communication, Board evaluation, Board performance, Boards of Directors, Council of Institutional Investors, Disclosure, ISS, Proxy disclosure, Surveys
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Shareholder Proposal Settlements, the SEC, and Campaign Finance Disclosure
Reform of campaign finance disclosure has stalled in Congress and at various federal agencies, but it is steadily unfolding in a firm-by-firm program of private ordering. Today, much of what is publicly known about how individual public companies spend money to influence federal, state, and local elections—and particularly what is known about corporate “dark money”—comes […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Securities Regulation
Tagged Agency costs, Campaign finance, Disclosure, ESG, Political spending, Private ordering, Reputation, Rule 14a-8, SEC, Shareholder proposals, Shining Light on Corporate Political Spending, Transparency, Voluntary Disclosure
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Shareholder Proposals Contested by Firm Management
In our new paper, What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management, we explore proposals that managers seek to exclude from their firms’ proxy statements. We find that managers often seek to exclude shareholder proposals from the proxy. Over four thousand proposals, or nearly 40%, of all proposals received during 2003-2013 were contested […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Institutional Investors, Management, No-action letters, Proxy access, Proxy contests, Proxy voting, Rule 14a-8, Shareholder elections, Shareholder proposals, Shareholder value, Shareholder voting
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American Pipe: Tolling and Statutes of Repose
On Friday, in Stein v. Regions Morgan Keegan Select High Income Fund, Inc., Nos. 15-5903, 15-905, 2016 WL 2909333 (6th Cir. May 19, 2016), the Sixth Circuit ruled that the tolling doctrine established by American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974), does not apply to the three-year statute of repose governing […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Exchange Act, Section 10(b), Securities Act, Securities litigation, Securities regulation, Statute of limitations, Tolling, U.S. federal courts
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The Effect of Staggered Boards on Stock Value: New Evidence
Against the lively debate on whether a staggered board (SB) of directors hurts or benefits stockholders I present new evidence suggesting that in general, an SB has no significant effect on stock value. The evidence is based on the effects of two Delaware court rulings in 2010 in the case of Airgas on stock prices […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research
Tagged Airgas v. Air Products & Chemicals, Antitakeover, Boards of Directors, Classified boards, Delaware cases, Delaware law, Entrenchment, Shareholder value, Shareholder voting, Staggered boards, Takeover defenses
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Delaware Court of Chancery Appraises Fully-Shopped Company at Nearly 30% Over Merger Price
In an appraisal decision issued this week, the Delaware Court of Chancery held that the fair value of Dell Inc. was $17.62 per share—almost four dollars over and nearly 30% more than the price paid in the 2013 go-private merger. In re Appraisal of Dell Inc., C.A. No. 9322-VCL (Del. Ch. May 31, 2016). The […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisition agreements, Acquisition premiums, Arbitrage, Delaware cases, Delaware law, Fair values, Leveraged acquisitions, Management, Merger litigation, Private equity, Shareholder value
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