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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
Investors and Board Composition
In today’s business environment, companies face numerous challenges that can impact success—from emerging technologies to changing regulatory requirements and cybersecurity concerns. As a result, the expertise, experience, and diversity of perspective in the boardroom play a more critical role than ever in ensuring effective oversight. At the same time, many investors and other stakeholders are […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board dynamics, Board independence, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity, Institutional Investors, Succession
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Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay
In our paper, Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay, forthcoming in the Contemporary Accounting Research, we try to quantify the influence of management recommendations on shareholder votes. In the post-Enron world, firms have become increasingly responsive to shareholder votes, even when non-binding. A key driver of […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Accountability, Agency costs, Executive Compensation, Management, Say on frequency, Say on pay, Shareholder activism, Shareholder voting
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The Value of Offshore Secrets: Evidence from the Panama Papers
On April 3, 2016, news sources around the world started reporting about a data leak of 11.5 million confidential documents concerning the business activities of Mossack Fonseca, a Panama-based law firm. The leaked documents implicate a wide range of firms, politicians, and other individuals to have used 214,000 secret shell companies to evade taxes, finance […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Anti-corruption, Compliance & ethics, Cybersecurity, Firm valuation, International governance, Misconduct, Shareholder value, Tax avoidance, Taxation
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Recent Criticism of the SEC: Fair or Unfair?
Over the last few years, the SEC has been criticized for (1) failing to “consistently and aggressively enforce the securities laws and protect investors and the public,” (2) obtaining sanctions that amount to only a slap on the wrist against major financial institutions, (3) settling rather than taking big banks to trial, 4) failing to […]
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Posted in Financial Crisis, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Financial crisis, Investor protection, Non-prosecution agreement, SEC, SEC enforcement, Securities damages, Securities enforcement, Securities regulation, Settlements
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Dual Ownership, Returns, and Voting in Mergers
In our paper, Dual Ownership, Returns, and Voting in Mergers, recently published in the Journal of Financial Economics, we study how the joint ownership of target’s equity and debt affects investors’ behavior and outcomes of M&A transactions. Prior research in this area implicitly assumes that each investor holds either stocks or bonds, but not both […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Behavioral finance, Bondholders, Common ownership, Debt, Mergers & acquisitions, Mutual funds, Ownership, Risk, Risk arbitrage, Shareholder voting, Target firms
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Redacting Proprietary Information at the Initial Public Offering
The U.S. Securities and Exchange Commission (SEC) mandates that publicly-traded firms disclose a large array of information to investors. Because certain disclosures could cause competitive harm, the SEC allows firms to request confidential treatment of competitively sensitive information contained in material agreements that it would otherwise be required to disclose to the public. If the […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Securities Regulation
Tagged Capital formation, Confidentiality, Disclosure, Firm valuation, Information asymmetries, Information environment, Investor protection, IPOs, SEC, Securities regulation, Transparency, Underpricing
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Antitrust Executive Order and Common Ownership
On April 15, 2016, President Obama issued an Executive Order entitled “Steps to Increase Competition and Better Inform Consumers and Workers to Support Continued Growth of the American Economy.” The Order called on federal agencies to identify potentially anticompetitive practices and to furnish to the Director of the White House National Economic Council a list […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, Boards of Directors, Common ownership, DOJ, Institutional Investors, Interlocking boards, Mergers & acquisitions, Ownership, Public firms, Securities regulation
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Inside Lawyers: Friends or Gatekeepers?
What should the role of inside (in-house) lawyers be within the corporation? What, if any, obligations to the corporate entity should inside lawyers have to disrupt the material misconduct of their client representatives (to wit: senior managers, including the CEO)? Should inside lawyers conduct themselves as if they are “close friends” of senior managers or […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Accountability, Compliance & ethics, Confidentiality, General counsel, General Motors, Information environment, Inside counsel, Inside information, Management, Misconduct
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SEC Monitoring of Foreign Firms’ Disclosures
Foreign firms represent a significant proportion of firms trading in US markets. These firms, like listed US firms, are subject to monitoring by the Securities Exchange Commission (SEC). However, because of SEC’s tripartite mission to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation, it is not obvious how SEC monitoring of […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Capital markets, Disclosure, Financial reporting, Foreign firms, Information asymmetries, Information environment, International governance, Investor protection, Liability standards, Reporting regulation, SEC, Securities regulation
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Challenges to Going-Private Mergers in New York
In a landmark decision on May 5, 2016, the New York Court of Appeals held that challenges to going-private mergers where there is a controlling stockholder must be reviewed under the deferential business judgment rule rather than the more exacting “entire fairness” standard of review, as long as certain protections for minority stockholders are in […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Dual-class stock, Fairness review, Fiduciary duties, Going private, Merger litigation, Mergers & acquisitions, Minority shareholders, New York, Shareholder suits, State law
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