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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
Failure-of-Oversight Claims Against Directors
Last week, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal of purported shareholder derivative claims alleging that directors of JPMorgan Chase, a Delaware corporation, failed to institute internal controls sufficient to detect Bernard Madoff’s Ponzi scheme. Central Laborers v. Dimon, No. 14-4516 (2d Cir. Jan. 6, 2016) (summary order). The decision represents […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bernard Madoff, Boards of Directors, Caremark, Charter & bylaws, Delaware cases, Delaware law, Derivative suits, Director liability, Duty of good faith, Fiduciary duties, Liability standards, Misconduct, Oversight, Shareholder suits, U.S. federal courts
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Weekly Roundup: January 8–January 15
Director Removal Without Cause Posted by Daniel E. Wolf, Kirkland & Ellis LLP, on Friday, January 8, 2016 Tags: Board declassification, Charter & bylaws, Classified boards, Delaware cases, Delaware law, DGCL, DGCL s.141,Majority voting, Mergers & acquisitions, Ousting directors, Shareholder activism, Shareholder elections, Shareholder voting OCC’s Recovery Planning Proposal Posted by Dan Ryan, PricewaterhouseCoopers LLP, […]
Click here to read the complete postREIT and Real Estate M&A in 2016
Following are some of the key trends we are following as we enter 2016, while keeping a weather eye on macro market turmoil: M&A activity should continue at a steady pace, with a number of public-to-private and public-to-public REIT mergers already in the works. We are not expecting an avalanche of REIT buyouts a la […]
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Dividends, Equity capital, Executive Compensation, Going private, Hostile takeover, Institutional Investors, International governance, Management, Mergers & acquisitions, REITs, Shareholder activism, Spinoffs, Succession, Taxation
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A New Measure of Disclosure Quality
In our paper, A New Measure of Disclosure Quality: The Level of Disaggregation of Accounting Data in Annual Reports, recently featured in the Journal of Accounting Research, we develop a new measure of disclosure quality (DQ), which captures the level of disaggregation of accounting line items in firms’ annual reports, with greater disaggregation indicating higher […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Accounting standards, Analyst forecasts, Disclosure, Equity capital, External auditors, Financial reporting, Information asymmetries, Information environment, Transparency
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Board Governance: Higher Expectations, but Better Practices?
The board’s role in risk governance continues to attract the attention of regulators who demand that the appropriate risk tone be set at the top of financial institutions. While the largest US banks have made significant progress toward meeting these expectations, many institutions still have a lot of work to do. Our observations of the […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Accountability, Banks, Basel Committee, Board composition, Boards of Directors, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, OCC, Reporting regulation, Risk, Risk committee, Risk management, Risk oversight, Systemic risk
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Private Equity Portfolio Company Fees
When private equity firms sponsor a takeover, they may charge fees to the target company while some of the firm’s partners sit on the company’s board of directors. In the wake of the global financial crisis, such potential for conflicts of interest became a public policy focus. On July 21st 2015, thirteen state and city […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation, Private Equity
Tagged Agency costs, Compensation disclosure, Conflicts of interest, Disclosure, Fund managers, Investment advisers, Investor protection, Leveraged acquisitions, Private equity, SEC, Securities regulation, Taxation, Tunneling
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Bebchuk Leads SSRN’s 2015 Citation Rankings
Statistics released publicly by the Social Science Research Network (SSRN) indicate that, as was the case at the end of each of the eight preceding years, Professor Lucian Bebchuk led SSRN citation rankings for law professors at the end of 2015. As of the end of December 2015, Bebchuk ranked first among all law school […]
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Posted in Academic Research, Program News & Events
Tagged Lucian Bebchuk, Program on Corporate Governance, Rankings, SSRN
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Economic Downsides and Antitrust Liability Risks from Horizontal Shareholding
In recent decades, institutional investors have grown and become more active in influencing corporate management. While this development has often been viewed as salutary from a corporate governance perspective, the implications for product market competition have become deeply troubling. As I show in a new article called Horizontal Shareholding (forthcoming in the Harvard Law Review), this […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Executive Compensation, Institutional Investors, Securities Regulation
Tagged Antitrust, Banks, Blockholders, Controlling shareholders, Exchange-traded funds, Executive Compensation, Financial institutions, Firm performance, Incentives, Institutional Investors, Management, Ownership, Peer groups, Securities regulation, Shareholder value
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Delaware Rules on “Without Cause” Director Removal
The Delaware Court of Chancery recently held that a corporation without a classified board or cumulative voting may not restrict stockholders’ ability to remove directors without cause. In re Vaalco Energy S’holder Litig., C.A. No. 11775-VCL (Dec. 21, 2015). The ruling gives rise to questions for the many companies with similar charter or bylaw provisions.
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Charter & bylaws, Classified boards, Delaware cases, Delaware law, DGCL, DGCL s.141, Ousting directors, Proxy fights, Securities litigation, Shareholder activism, Shareholder suits, Shareholder voting, Staggered boards
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