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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
Do Proxy Advisors Say On Pay Voting Policies Improve TSR?
The vast majority—98%—of companies have passed their annual say on pay votes (SOP) over the past four years. Proxy advisor voting recommendations remain highly influential on these votes, and many companies, perhaps hundreds, have changed the structure of their executive pay programs to try to comply with proxy advisor policies and to obtain a “FOR” […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Executive Compensation, ISS, Proxy advisors, Say on pay, Shareholder value
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Financial Innovation and Governance Mechanisms
Financial innovation has fundamental implications for the key substantive and information-based mechanisms of corporate governance. My new article, Financial Innovation and Governance Mechanisms: The Evolution of Decoupling and Transparency (forthcoming in Business Lawyer, Spring 2015) focuses on two phenomena: “decoupling” (e.g., “empty voting,” “empty crediting,” and “hidden [morphable] ownership”) and the structural transparency challenges posed […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Securities Regulation
Tagged Disclosure, Empty voting, Hidden ownership, Information asymmetries, Information environment, Intermediaries, SEC, Securities regulation, Shareholder voting, Transparency
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SEC Implements Dodd-Frank Reporting and Dissemination Rules for Security-Based Swaps
Implementation of the derivatives market reforms contained in Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) may fairly be characterized as a herculean effort. The Commodity Futures Trading Commission (CFTC) has finalized dozens of new rules to implement Title VII’s provisions governing “swaps.” Although Title VII requires […]
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Posted in Accounting & Disclosure, Derivatives, Practitioner Publications, Securities Regulation
Tagged CFTC, Derivative disclosure, Derivatives, Disclosure, Dodd-Frank Act, Reporting regulation, SEC, SEC rulemaking, Swaps, Swaps entities
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Are Companies Setting Challenging Target Incentive Goals?
Do companies set appropriately challenging goals in their incentive plans? How does a compensation committee determine whether management is recommending challenging goals? How important are earnings guidance and analyst expectations in goal setting? Are more challenging goals achieved as frequently as less challenging goals? How much are annual incentive payouts increased by the achievement of […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Incentives, Market reaction, Pay for performance, Payouts, Shareholder value, Stock returns
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Freedom of Establishment for Companies
I recently posted my forthcoming book chapter, Centros, the Freedom of Establishment for Companies, and the Court’s Accidental Vision for Corporate Law (forthcoming in EU Law Stories, Fernanda Nicola & Bill Davies eds., Cambridge University Press 2015) on SSRN. This chapter attempts to tell a short intellectual history of the debate about free choice in […]
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Posted in Academic Research, Court Cases, International Corporate Governance & Regulation
Tagged Corporate forms, EU, Europe, Incorporations, International governance, Legal systems, UK
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2015 Canadian Hostile Take-Over Bid Study
In Canada, there are numerous ways to acquire a public company; however, a take-over bid made directly to shareholders is the only means by which legal control can be acquired without the consent of the target board. Such an unsolicited (or “hostile”) bid is often used to bypass the board and present an offer directly […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, Canada, Hostile takeover, International governance, Mergers & acquisitions, Takeovers, Target firms, Tender offer
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Holding Corporate Officers and Directors Accountable for Failures of Corporate Governance
Executives and directors at large corporations rarely face personal liability for failures of oversight that lead to large penalties or losses to their companies. As outlined in my recent article, the American consumer can help provide a solution to this lack of accountability. I propose that corporate executives and directors sign binding codes of conduct […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Executive Compensation
Tagged Accountability, Behavioral finance, Compliance & ethics, Corporate crime, Corporate liability, Director compensation, Director liability, Executive Compensation, Management, Misconduct
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Optimizing Proxy Communications
Proxy statements continue to evolve. New disclosure trends are sharpening company messaging to investors, while other disclosure practices leave investors seeking clarification. To learn what kinds of disclosures are most valuable to investors, EY asked them where they would like to see disclosure enhancements and the kinds of disclosure practices they prefer. The EY Center […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Disclosure, Engagement, Institutional Investors, Proxy disclosure, Proxy materials, Proxy season, Shareholder communications
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State Contract Law and Debt Contracts
In our recent JLE paper, State Contract Law and Debt Contracts, we examine the association between state contract law and debt contracts. A recent stream of papers in finance and economics studies the role debt contracts play in mitigating agency problems between equity and debt holders (for example, Baird and Rasmussen, 2006; Chava and Roberts, 2008; Roberts […]
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Posted in Academic Research, Empirical Research
Tagged California, Commercial litigation, Contracts, Covenants, Debt, Debt contracts, Debtor-creditor law, New York, State law
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Delaware Enacts New Rapid Arbitration Act
The Delaware Rapid Arbitration Act (DRAA)—which provides a streamlined arbitration process that will allow for prompt, cost-effective resolution of business disputes—was passed by the Delaware House of Representatives on March 19, 2015, and the Delaware Senate on March 31, 2015, and was signed by Governor Jack Markell on April 3, 2015. The DRAA will become […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Arbitration, Corporate disputes, Delaware law, Delaware legislation
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