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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
2014 Director Compensation Report
Frederic W. Cook & Co. Inc.’s 2014 Director Compensation Report indicates that non-employee director compensation increased modestly since last year, with increases ranging from 4% to 7%. Although no new design trends were observed, the streamlining of director compensation continues through (1) replacing meeting fees with higher cash retainers implying that director attendance is a […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Director compensation, Equity-based compensation
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The Allergan Aftermath
Valeant’s failed acquisition bid for Allergan has underscored longstanding M&A principles—even as the involvement of shareholder activists in the M&A arena has introduced new technologies, opportunities, and challenges. In the aftermath of the Allergan saga, it is clear that Pershing Square was richly rewarded for having crafted a novel bidder-activist collaboration model. The outcome for […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, David Shine, Fried Frank, Gail Weinstein, John Sorkin, Mergers & acquisitions, Pershing Square, Shareholder activism, Shareholder value, Takeover defenses, Takeovers, Target firms
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Three Pathways to Global Standards: Private, Regulator, and Ministry Networks
Scores of governments around the world have chosen to introduce international standards as domestic law, even though they were not legally obliged to do so. The drafters of these standards are not sovereigns or international organizations, but transnational regulatory networks: informal meetings of experts from various countries, some with government affiliations, and others without. Networks […]
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Posted in Academic Research, Accounting & Disclosure, International Corporate Governance & Regulation
Tagged Accounting standards, Governance standards, International governance, Legal systems, Regulators, Social networks
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Misalignment Between Corporate Economic Performance, Shareholder Return And Executive Compensation
Investors, directors and corporate executive management share common interests when it comes to company performance and economic value creation. Yet, whilst this commonality is laudable, a review of performance measurement and long-term incentive plan design for USA public companies identifies that current practice is less than clear in measuring and aligning these interests in a […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Executive performance, Incentives, IRRC Institute, Organizational Capital Partners, Performance measures, Shareholder value, Shareholder Value Advisors
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Methods for Multicountry Studies of Corporate Governance
There is a vast and growing literature using multi-country studies to examine the effects of corporate governance on firm value. In our paper, Methods for Multicountry Studies of Corporate Governance: Evidence from the BRIKT Countries, forthcoming in the Journal of Econometrics and recently made publicly available on SSRN, we explore the empirical challenges in multicountry […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Brazil, Emerging markets, General governance, Governance indices, India, International governance, Korea, Russia, Turkey
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Some Thoughts for Boards of Directors in 2015
The challenges that directors of public companies face in carrying out their duties continue to grow. The end goal remains the same, to oversee the successful, profitable and sustainable operations of their companies. But the pressures that confront directors, from activism and short-termism, to ongoing shifts in governance, to global risks and competition, are many. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Board evaluation, Boards of Directors, Cybersecurity, Long-Term value, Martin Lipton, Proxy access, Proxy advisors, Risk management, Shareholder activism, Short-termism, Wachtell Lipton
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The Efficacy of Shareholder Voting in Staggered and Non-Staggered Boards
In our paper, The Efficacy of Shareholder Voting in Staggered and Non-Staggered Boards: The Case of Audit Committee Elections, which was recently made available on SSRN, we study the efficacy of audit committee member elections in staggered and non-staggered boards. Voting in director elections and auditor ratifications is a primary mechanism shareholders can use to […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Audit committee, Boards of Directors, Proxy advisors, Proxy voting, Restatements, Shareholder voting, Staggered boards
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The Future of the Bidder-Activist Collaboration Model
On November 17, 2014, Allergan, Inc. announced a $66 billion merger agreement with Actavis plc, thwarting the pending $53 billion bid for Allergan by Valeant Pharmaceuticals International Inc. Valeant had teamed up with Pershing Square, a fund run by activist investor Bill Ackman, to facilitate an acquisition of Allergan by Valeant. Although the Valeant bid […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, David Shine, Fried Frank, Gail Weinstein, Hart-Scott-Rodino Act, Hedge funds, Hostile takeover, John Sorkin, Mergers & acquisitions, Pershing Square, Shareholder activism
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Short Selling Pressure, Stock Price Behavior, and Management Forecast Precision
Corporate executives pay considerable attention to secondary market prices and they have strong incentives to maintain or increase the level of their firms’ stock prices. The accounting literature has long recognized that managers can make strategic financial reporting or disclosure choices to influence stock prices. A large body of empirical research examines whether and how […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Financial reporting, Forecasting, Incentives, Liandong Zhang, Management, Market reaction, Short sales, Stock performance
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ESG Risks and Opportunities Facing Investee Companies
As part of our active ownership process, State Street Global Advisors (“SSgA”) considers environmental, social and governance (“ESG”) matters while evaluating and engaging with investee companies. SSgA believes that ESG factors can impact the reputation of companies and can also create significant operational risks and costs to businesses. Conversely, well-developed corporate social responsibility (“CSR”) programs […]
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Posted in Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Corporate Social Responsibility, Engagement, Environmental disclosure, Institutional Investors, Institutional voting, Proxy voting, Reputation, Shareholder voting, Sustainability
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