-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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 Effects of Takeover Defenses: Evidence from Closed-End Funds
In the paper, The Effects of Takeover Defenses: Evidence from Closed-End Funds, forthcoming in the Journal of Financial Economics, I use a sample of closed-end funds to show that takeover defenses reduce firm value and promote entrenchment, allowing managers and directors to earn excess levels of compensation while protecting them from shareholder action. The defenses […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation, Mergers & Acquisitions
Tagged Boards of Directors, Charter & bylaws, Entrenchment, Executive Compensation, Management, Mergers & acquisitions, Mutual funds, Poison pills, Shareholder activism, Shareholder value, Staggered boards, Takeover defenses, Takeovers
Comments Off on The Effects of Takeover Defenses: Evidence from Closed-End Funds
North America’s Board Refreshment Challenge
In the US, the board refreshment process is under scrutiny yet remains focused on retirement age limits. LGIM suggests a better way for US companies to refresh their boards. Board term guidelines are scarce. Existing term limits are lengthy. Board refreshment and director succession planning are key board tasks and the foundations of a well-functioning […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board capture, Board composition, Board dynamics, Board independence, Board leadership, Board turnover, Boards of Directors, Director qualifications, Retirement plans
Comments Off on North America’s Board Refreshment Challenge
Board Decisions in Delaware M&A Transactions
M&A practitioners are well aware of the several standards of review applied by Delaware courts in evaluating whether directors have complied with their fiduciary duties in the context of M&A transactions. Because the standard applied will often have a significant effect on the outcome of such evaluation, establishing processes to secure a more favorable standard of […]
Click here to read the complete post
Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions
Comments Off on Board Decisions in Delaware M&A Transactions
SEC, Proxy Access, and Shareholder Engagement
On February 12, 2016, the SEC published 18 no-action letters related to proxy access, granting relief to 15 companies and denying relief to three on the basis of substantial implementation pursuant to Section 14a-8(i)(10) of the Securities Exchange Act. These no-action letters, read together, suggest that issuers may exclude proxy access shareholder proposals on the […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Director nominations, Engagement, Institutional Investors, ISS, No-action letters, Proxy access, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
Comments Off on SEC, Proxy Access, and Shareholder Engagement
Weekly Roundup: February 12–February 18
2015 Annual Corporate Governance Review Posted by Rajeev Kumar, Georgeson Inc., on Friday, February 12, 2016 Tags: Board composition, Boards of Directors, Diversity, Engagement, Equity-based compensation, ESG, Executive Compensation, Institutional Investors, Political spending, Proxy access, Proxy advisors, Proxy fights, Proxy season, Say on pay, Securities Regulation, Shareholder activism, Shareholder proposals, Shareholder voting 2016 CCAR Instructions […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: February 12–February 18
Delaware Companies with Non-Classified Boards
The Delaware Court of Chancery, in a transcript ruling in In re Vaalco Energy Shareholder Litigation (Dec.21, 2015), held that directors of companies without a classified board (i.e., boards that are elected annually) can be removed without cause, irrespective of provisions in the charter or bylaws purporting to permit removal of directors only for cause. […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Board declassification, Boards of Directors, Charter & bylaws, Classified boards, Delaware cases, Delaware law, DGCL, DGCL s.141, Director nominations, Disclosure, Majority voting, Ousting directors, Shareholder proposals, Shareholder suits, Staggered boards
Comments Off on Delaware Companies with Non-Classified Boards
Trust Busting: The Effect of Fraud on Investor Behavior
When the massive Ponzi scheme orchestrated by Bernie Madoff collapsed in December 2008, its effects were immediately felt by a large number of charities, universities, wealthy individuals who altogether disclosed investments of more than $20 billion with Bernard L. Madoff Investment Securities LLC. In our paper, Trust Busting: The Effect of Fraud on Investor Behavior, which […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Behavioral finance, Bernard Madoff, Investment advisers, Reputation, Risk-taking, SEC, Securities enforcement, Securities fraud, Securities regulation, Shocks, Social capital, Social networks
Comments Off on Trust Busting: The Effect of Fraud on Investor Behavior
Sodali Institutional Investor Survey 2016
Sodali conducted this inaugural global institutional investor survey to identify the key drivers and trends that companies should be aware of as we approach a significant engagement phase in relation to the 2016 Annual General Meeting season. In our survey we asked investors: what general governance themes are driving engagement; what factors make a compelling […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board meetings, Engagement, ESG, EU, Executive Compensation, Institutional Investors, International governance, Proxy advisors, Say on pay, Shareholder communications, Shareholder elections, Shareholder rights, Surveys, UK
Comments Off on Sodali Institutional Investor Survey 2016
Political Activism and Firm Innovation
Although the relation between political activism and firm value appears well established, our understanding of the exact mechanisms through which political activism creates value and affects real economic outcomes is far from complete. In the paper, Political Activism and Firm Innovation, publicly available on SSRN, we contribute to this literature by analyzing the effect of […]
Click here to read the complete post
Posted in Academic Research, Empirical Research
Tagged Firm performance, Information asymmetries, Information environment, Innovation, Political spending, Shocks
Comments Off on Political Activism and Firm Innovation
Changes to SEC Rules Governing Mutual Fund Transfer Agents
On December 22, 2015, the SEC published an Advance Notice of Proposed Rulemaking, Concept Release, and Request for Comment on Transfer Agent Regulations (the “Release”) seeking public comment regarding the SEC’s transfer agent rules. [1] The SEC notes that the “first transfer agent rules were adopted in 1977 and remain essentially unchanged [while] transfer agents […]
Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Cybersecurity, Disclosure, Mutual funds, Reporting regulation, SEC, SEC rulemaking, Securities Act, Securities regulation, Transfer agents
Comments Off on Changes to SEC Rules Governing Mutual Fund Transfer Agents