-
Supported By:
Subscribe or Follow
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
Mergers and Acquisitions: Law, Theory, and Practice
In our recently released textbook Mergers and Acquisitions: Law, Theory, and Practice we aim to change the way that transactional law is taught in U.S. law schools by immersing students in a deal environment. We wrote this book with the intent of teaching students not just the law and theory behind mergers and acquisitions, but […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Mergers & Acquisitions, Securities Regulation
Tagged Acquisition agreements, Acquisitions, Appraisal rights, Buyouts, Cross-border transactions, Deal protection, Delaware law, Firm valuation, Freezeouts, Go-shop, Hostile takeover, Mergers & acquisitions, Negotiation, Securities regulation, Williams Act
Comments Off on Mergers and Acquisitions: Law, Theory, and Practice
2016 Amendments to the DGCL
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) has been released by the Corporate Council of the Corporation Law Section of the Delaware State Bar Association and, if approved by the Corporation Law Section, is expected to be introduced to the Delaware General Assembly. If the amendments become […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Charter & bylaws, Delaware law, DGCL, Dual-class stock, Fair values, Incorporations, Jurisdiction, Mergers & acquisitions, Ownership, Shareholder voting, Special committees, State law, Tender offer
Comments Off on 2016 Amendments to the DGCL
Supervising Large, Complex Financial Institutions
Welcome. It is great to see all of you here today to discuss the objectives and measurement of supervision for large, complex financial institutions. Nearly eight years have passed since the financial crisis hit, pushing the financial system and the U.S. economy to the brink, and leaving scars that are still evident today. The hardships […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Banks, Compliance & ethics, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Liquidity, Oversight, Risk management, Risk oversight, SIFIs, Stress tests, Systemic risk
Comments Off on Supervising Large, Complex Financial Institutions
The Inside Counsel Revolution
The practical ideal of the modern general counsel is a lawyer-statesperson who is an outstanding technical expert, a wise counselor and an effective leader, and who has a major role assisting the corporation achieve the fundamental goal of global capitalism: the fusion of high performance with high integrity and sound risk management. For the lawyer-statesperson, […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility
Tagged Boards of Directors, Compliance & ethics, Corporate culture, Corporate governance, Corporate Social Responsibility, Fiduciary duties, General counsel, Inside counsel, Management, Risk, Risk management
Comments Off on The Inside Counsel Revolution
Compensation Committee Guide
The past year has been marked by a continued focus by shareholders and investor groups on executive compensation, and a related continued need for compensation committees to proactively manage their companies’ communications with shareholders and proxy advisory firms—both in the context of the nonbinding, advisory “say-on-pay” votes required by Dodd-Frank and also as preemptive actions […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Board communication, Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Engagement, Executive Compensation, Management, Proxy advisors, Say on pay, SEC, Securities regulation, Shareholder activism
Comments Off on Compensation Committee Guide
Nordic Corporate Governance and Concentrated Ownership
The corporate governance implications of concentrated ownership have become topical with the success of companies with large controlling shareholders, such as Facebook, Google and Amazon. The debate on the perceived short-termism related to dispersed ownership has also increased interest in governance models based on monitoring by large shareholders. As a result, Nordic corporate governance models […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Controlling shareholders, EU, Europe, International governance, Investor protection, Ownership, Ownership structure, Securities regulation, Shareholder rights, Stakeholders
Comments Off on Nordic Corporate Governance and Concentrated Ownership
Can Falling Interest Rates Increase a Company’s Financing Costs?
A company that borrows or issues floating-rate debt—debt with an interest rate that periodically resets based on an underlying index (typically LIBOR or EURIBOR)—will often hedge the risk of an increase in the floating rate by entering into an interest rate swap agreement (“IRS”). Under an IRS, such a borrower or issuer—the “fixed-rate payer”—agrees to […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Derivatives, Financial Regulation, Practitioner Publications
Tagged Accounting, Banks, Bonds, Central banking, Corporate debt, Cost of capital, Debt securities, Financial institutions, Financial policies, Financial regulation, Hedging, Interest, International governance, LIBOR, Risk, Risk management
Comments Off on Can Falling Interest Rates Increase a Company’s Financing Costs?
2016 Spin-Off Guide
A spin-off involves the separation of a company’s businesses through the creation of one or more separate, publicly traded companies. Spin-offs have been popular because many investors, boards and managers believe that certain businesses may command higher valuations if owned and managed separately, rather than as part of the same enterprise. An added benefit is […]
Click here to read the complete post
Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, IPO Spinning, IRS, Mergers & acquisitions, Public firms, Securities regulation, Spinoffs, Taxation
Comments Off on 2016 Spin-Off Guide
Gender Diversity on Boards: The Future Is Almost Here
A board composed of directors representing a range of perspectives leads to an environment of collaborative tension that is the essence of good governance. In a room where everyone has different points of view and there is a greater opportunity for cross-pollination of ideas, there are fewer unspoken assumptions, less “group think” and a greater […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Board composition, Board dynamics, Boards of Directors, Corporate culture, Director nominations, Disclosure, Diversity, ESG, Institutional Investors, International governance, Nominating committees, Securities regulation
2 Comments