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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
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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Three Practical Steps to Oversee Enterprise Risk Management
Oversight of enterprise risk management, or ERM, continues to challenge boards and occupy a prominent place on the governance agenda. Effective ERM seeks to balance risk and opportunity while enhancing value-creation opportunities. Proxy advisors may recommend “against” or “withhold” votes against directors of companies that experience a material failure of risk oversight. A leading ERM […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Audit committee, Boards of Directors, Risk committee, Risk management, Risk oversight
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Intermediation in Private Equity: The Role of Placement Agents
In light of recent “pay to play” scandals, placement agents have been portrayed in a negative light, using inappropriate influence to gain business from pension funds and other institutional investors. In our paper Intermediation in Private Equity: The Role of Placement Agents, which was recently made publicly available on SSRN, we examine the determinants of […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Private Equity
Tagged Institutional Investors, Intermediaries, Pay to play, Pension funds, Private equity, Private funds, Private placements
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Resolution Preparedness: Do You Know Where Your QFCs Are?
In January, the US Secretary of Treasury issued a notice of proposed rulemaking (“NPR”) that would establish new recordkeeping requirements for Qualified Financial Contracts (“QFCs”). [1] US systemically important financial institutions (“SIFIs”) and certain of their affiliates [2] will be required under the NPR to maintain specific information electronically on end-of-day QFC positions, and to […]
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Posted in Accounting & Disclosure, Bankruptcy & Financial Distress, Financial Regulation, Practitioner Publications
Tagged Books and records, Commodities, Debt contracts, Disclosure, Dodd-Frank Act, FDIC, Financial reporting, Recovery & resolution plans, Reporting regulation, SIFIs, Swaps, Treasury Department
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Further Recognition of the Adverse Effects of Activist Hedge Funds
Despite the continued support of attacks by activist hedge funds by the Chair of the SEC, and many “Chicago school” academics who continue to rely on discredited statistics, there is growing recognition by institutional investors and prominent “new school” economists of the threat to corporations and their shareholders and to the economy of these attacks […]
Click here to read the complete postShareholder Activism: an Engagement Opportunity
The recent surge in shareholder activism [1] continues to keep boards on alert heading into the 2015 proxy season. Some companies are taking proactive measures to prepare for potential activist investor campaigns, including engaging long-term institutional investors. Based on what we’re hearing from long-term institutional investors, these efforts are worthwhile in that they foster constructive […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, Institutional Investors, Proxy season, Shareholder activism, Shareholder communications, Shareholder value
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