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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Is 2015, Like 1985, an Inflection Year?
In an October 2015 post, I posed the question: Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years’ War? As we approach the end of 2015, I thought it would be useful to note some of the most cogent recent developments on which the need, and hope, for a new paradigm […]
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Posted in Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors, Practitioner Publications
Tagged Bebchuk-Brav-Jiang study, Boards of Directors, Duty of care, Hedge funds, Institutional Investors, Long-Term value, Proxy advisors, Proxy fights, Shareholder activism, Shareholder rights, Shareholder value, Short-termism
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Which Shareholders Benefit from Low-Cost Monitoring Opportunities?
The traditional view in the finance literature is that shareholders that hold a large stake in a company are more likely to take costly actions, such as initiating a proxy fight or confronting management, while small shareholders will enjoy a free ride. In our recent paper, entitled Which Shareholders Benefit from Low Cost Monitoring Opportunities? […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Executive Compensation, Institutional Investors
Tagged Blockholders, Compensation disclosure, Executive Compensation, Executive turnover, Institutional Investors, Management, Mutual funds, Ownership structure, Proxy fights, Say on pay, Shareholder voting, Skin in the game
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2016 Proxy Advisor Policy Changes
In preparation for the 2016 proxy season, proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis & Co. have issued updates to their proxy voting guidelines, which take effect for annual meetings held on or after Feb. 1, 2016 (ISS) and Jan. 1, 2016 (Glass Lewis). [1] The policy changes and their expected impact on issuers are […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Classified boards, Glass Lewis, Institutional Investors, IPOs, ISS, Overboarding, Proxy advisors, Proxy voting, Shareholder proposals, Shareholder rights, Shareholder voting
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Disclosure Standards and the Sensitivity of Returns to Mood
In our paper, Disclosure Standards and the Sensitivity of Returns to Mood, forthcoming in the Review of Financial Studies, we provide evidence that high-quality disclosure standards are negatively associated with return-mood sensitivity (RMS). Using daily data, we estimate RMS for each country-year as the association between market returns and deseasonalized cloudiness in the city that […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Accounting standards, Behavioral finance, Compliance and disclosure interpretation, Disclosure, Information environment, International governance, Market efficiency, Signaling, Stock returns
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SEC’s “Unbundling Rule” Interpretation
The SEC has issued two new compliance and disclosure interpretations on the so-called “Unbundling Rule.” The SEC appears to have been motivated to issue the CDIs as part of the political reaction against, and desire to deter, inversion transactions. The CDIs relate to proposed M&A transactions in which an acquiror would be issuing its equity […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisition agreements, Charter & bylaws, Compliance and disclosure interpretation, Exchange Act, Inversions, Mergers & acquisitions, Rule 14a-4, SEC, SEC rulemaking, Securities regulation, Shareholder meetings, Shareholder rights, Shareholder voting, Target firms
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The First Insider Trader in Commodities
The Second Circuit’s decision in United States v. Newman has led many commentators to predict fewer insider trading enforcement actions, a prediction quickly validated by Preet Bharara, United States Attorney for Manhattan, who has both unwound guilty pleas and dropped active prosecutions. For Newman’s critics and defenders alike, it is obvious that insider trading prosecution […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Court Cases, Legislative & Regulatory Developments, Securities Litigation & Enforcement, Securities Regulation
Tagged CFTC, Commodities, Disclosure, Duty to inform, Front-running transactions, Futures, Information asymmetries, Inside information, Insider trading, LIBOR, Misconduct, Securities enforcement, Securities regulation, Swaps, U.S. federal courts
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Rural/Metro Decision: Aiding and Abetting Liability
The Delaware Supreme Court has issued its much anticipated opinion in RBC Capital Markets v. Joanna Jervis, affirming all of the principal holdings of the Court of Chancery’s series of decisions in In re Rural/Metro Corp. S’holder Litig. The opinion speaks to a multitude of issues, but we focus on the breach of fiduciary duty […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Duty of care, Fair values, Fairness review, Fiduciary duties, Financial advisers, In re Revlon, Liability standards, Merger litigation, Mergers & acquisitions
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Does the Presence of Short Sellers Affect Insider Selling?
A large body of literature shows that insiders trade on private information. Less attention, however, has been devoted to how the trading activity of other types of “informed” investors affects insiders’ trading activity. In our study, we address this issue by exploring how the presence of a particular type of informed investors—i.e., the short sellers—could […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Boards of Directors, Incentives, Information asymmetries, Information environment, Inside information, Insider trading, Management, Market efficiency, Market reaction, Short sales, Stock analysts
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Bankruptcy Versus Bailout of Socially Important Non-Financial Institutions
Systemically important financial institutions are broadly considered to pose a risk to the entire economy upon failure. Thus governments act upon their failure, providing them with an implied insurance policy for ongoing liquidity. Yet governments frequently provide de facto liquidity insurance for non-financial institutions as well. For example, recently in the U.K., 35 hospital trusts […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Financial Crisis
Tagged Bailouts, Bankruptcy, Corporate governance, Distressed companies, Financial crisis, Financial policies, Financial regulation, Liquidity, Moral hazard, SIFIs, Social capital, Systemic risk, Too big to fail
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ISS and Glass Lewis Updated 2016 Voting Policies
ISS and Glass Lewis have released updates to their proxy voting policies for the 2016 proxy season. [1] ISS has also modified its QuickScore 3.0 Technical Document and Equity Plan Scorecard. [2] In this post we provide guidance for U.S. public companies on addressing these developments.
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Disclosure, Environmental disclosure, Executive Compensation, Glass Lewis, Institutional Investors, IPOs, ISS, Overboarding, Proxy access, Proxy advisors, QuickScore, REITs, Rule 14a-8, Shareholder proposals
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