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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Glass Lewis’ Updated Voting Policy Guidelines
Glass Lewis has released updated U.S. proxy voting guidelines for the 2016 proxy season. Key areas of focus include: (i) nominating committee performance; (ii) changing the Glass Lewis approach to exclusive forum provisions if adopted in the context of an initial public offering; (iii) director “overboarding;” (iv) evaluation of conflicting management and shareholder proposals when both […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Director qualifications, Environmental disclosure, Forum selection, Glass Lewis, Institutional Investors, Nominating committees, Overboarding, Precatory proposals, Proxy advisors, Proxy voting, Risk oversight, Rule 14a-8, Shareholder proposals, Sustainability, Withhold votes
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Proxy Access: Preparing for the 2016 Proxy Season
As the 2016 proxy season approaches, every public company should consider its position on proxy access and should have a plan for responding to a shareholder proxy access proposal. Based on lessons learned from the 2015 season, this post summarizes: Actions a public company can take to prepare for receipt of a proxy access proposal. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Director nominations, Engagement, Institutional Investors, No-action letters, Proxy access, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder nominations, Shareholder proposals, Shareholder voting
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Limits of Indemnification for Directors in Post-Employment Conduct Suits
Recent rulings by the Delaware Court of Chancery have clarified the availability and limits of indemnification and advancement for former directors and officers of Delaware corporations in lawsuits concerning post-employment behavior. In Lieberman v. Electrolytic Ozone, Inc., C.A. No. 10152-VCN (Aug. 31, 2015) , two former officers of a company sought advancement for defending claims brought […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Director liability, Fiduciary duties, Indemnification, Management, Management contracts, Misconduct, Non-competition agreements, Ousting directors, Standstill agreement
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Investor-Advisor Relationships and Mutual Fund Flows
In my paper, Whom Do You Trust? Investor-Advisor Relationships and Mutual Fund Flows, forthcoming in the Review of Financial Studies, I investigate the role of trust in the asset management industry. While there is plenty of anecdotal and survey evidence which underlines the general importance of trust in finance, academic research has been scarce due […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Asset management, Change in control, Fund managers, Investment advisers, Mergers & acquisitions, Mutual funds, Ownership, Reputation, Social capital
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Role of Long-Term Shareholders in Hostile Takeovers
On Friday November 13, 2015, shareholders of Perrigo Company plc convincingly rejected Mylan N.V.’s hostile takeover attempt, with holders of over 60% of Perrigo’s shares refusing to tender into what was the largest hostile offer in history to go to the very end. The outcome demonstrates that a well-articulated strategy and proven record of performance, […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Activist arbitrageurs, Arbitrage, Bidders, Boards of Directors, Hostile takeover, Inversions, Long-Term value, Mergers & acquisitions, Shareholder communications, Shareholder value, Short-termism, Takeover defenses, Takeovers, Tender offer
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The Product Market Effects of Hedge Fund Activism
Whether intervention by activist investors, such as hedge funds, is beneficial or detrimental to the shareholders of target firms remains controversial. Proponents marshal considerable empirical evidence that hedge fund activism (HFA) is associated with significant medium-to-long-run improvements in targets’ cost and investment efficiency, profitability, productivity, and shareholder returns. Opponents, however, insist that HFA forces management […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research
Tagged Boards of Directors, Firm performance, Hedge funds, Market reaction, Peer effects, Peer groups, Product markets, Profitability, Schedule 13D, Shareholder activism, Stock returns
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SEC Adopts Final Rules for Crowdfunding
On October 30, 2015, the Securities and Exchange Commission (the “SEC”) adopted final rules under Title III of the Jumpstart Our Business Startups (“JOBS”) Act. These rules relate to a new exemption under the Securities Act of 1933 (the “Securities Act”) that will permit securities-based crowdfunding by private companies without registering the offering with the […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital formation, Crowdfunding, Disclosure, Exchange Act, Investor protection, JOBS Act, Registration exemptions, Regulation A, Regulation D, Rule 147, Rule 506, SEC, SEC rulemaking, Securities Act, Securities regulation, Small firms, Solicitation
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Shadow Resolutions as a “No-No” in a Sound Banking Union
Credit crisis related bank bailouts and resolutions have been actively debated over the past few years. By contrast, little attention has been paid to resolution procedures being generally circumvented when banks are getting insolvent in normal times. In fact, supervisory leniency and political considerations often result in public officials incentivizing viable banks to acquire failing […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Empirical Research, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Acquisitions, Banks, Compliance & ethics, EU, Europe, Financial crisis, Financial institutions, Financial regulation, Foreign banks, Mergers & acquisitions, Recovery & resolution plans, Restructurings, Systemic risk
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The Pay Ratio Rule: Preparing for Compliance
On August 5, 2015, the Securities and Exchange Commission (SEC) adopted its much-anticipated final rule implementing the pay ratio disclosure requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). Section 953(b) of the Dodd-Frank Act instructed the SEC to adopt rules requiring reporting companies to disclose the median of […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compensation committees, Compensation disclosure, Compensation ratios, Compliance and disclosure interpretation, Dodd-Frank Act, Executive Compensation, Management, Regulation S-K, SEC, SEC rulemaking, Securities regulation
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New Records in SEC Enforcement Actions
In late October, the Securities and Exchange Commission announced that under the leadership of chair Mary Jo White and enforcement director Andrew Ceresney, the SEC has continued to ramp up enforcement activity. In its 2015 fiscal year, the SEC reported filing a total of 807 actions for the year—including 507 independent enforcement actions, 168 follow-on […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, FCPA, Insider trading, Investor protection, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Whistleblowers
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