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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
The Short-Termism Debate at the Federalist Society Convention
Last week, The Federalist Society’s 2014 National Lawyers Convention featured a session dedicated to the short-termism debate and the evidence put forward by Professors Lucian Bebchuk, Alon Brav, and Wei Jiang in their study, The Long-Term Effects of Hedge Fund Activism. The session began with a presentation by Professor Bebchuk that outlined the key findings […]
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Posted in Program News & Events, Speeches & Testimony
Tagged Bebchuk-Brav-Jiang study, Hedge funds, Jonathan Macey, Long-Term value, Shareholder activism, Short-termism
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Pontiac General Employees Retirement System v. Healthways, Inc.
In a bench ruling [1] issued on October 14, 2014, the Delaware Court of Chancery (VC Laster) declined to dismiss fiduciary duty claims against the directors of Healthways, Inc. (“Healthways”) and an aiding and abetting claim against SunTrust Bank (“SunTrust”), the lender administrative agent, for entering into a credit facility of Healthways that has a […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Change in control, Continuing director, Delaware cases, Delaware law, Entrenchment, Fiduciary duties, Proxy fights
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A Closer Look at US Credit Risk Retention Rules
In a flurry of regulatory actions on October 21 and 22, 2014, the Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency, the Federal Reserve Board, the Securities and Exchange Commission, the Federal Housing Finance Agency (the “FHFA”), and the Department of Housing and Urban Development (collectively, the “Joint Regulators”) […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Asset-backed securities, CLOs, Credit risk, FDIC, Federal Reserve, Financial regulation, Mortgage lending, OCC, SEC, Securities regulation, Securitization, Skin in the game
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ISS Details Governance QuickScore 3.0 Updates
Institutional Shareholder Services Inc. (“ISS”) has released a technical document detailing the factors and scoring methodology of Governance QuickScore 3.0, which ISS plans to launch on November 24, 2014. [1] Corporate issuers may verify, update or correct the data used to calculate their scores, via ISS’s data verification site, through 8:00 p.m. EST on November […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, General governance, Institutional Investors, ISS, Proxy advisors, QuickScore
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Relative Total Shareholder Return Performance Awards
Since 2010, performance-contingent awards have been the most widely used long-term incentive (LTI) grant type among the Top 250 companies [1] and are now in use by 89% of the sample. The prevalence of performance awards and investor preferences have spurred considerable interest in relative total shareholder return (TSR) as a performance metric. Relative TSR […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Incentives, Pay for performance, Performance measures, Stock returns
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Executive Compensation in Controlled Companies
More than a decade ago, Professors Lucian Bebchuk and Jesse Fried published the seminal work on the role and significance of managerial power theory in executive compensation. Their work cultivated a vivid debate on executive compensation in companies with dispersed ownership. The discourse on the optimality of executive pay in controlled companies, however, has been […]
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Posted in Academic Research, Executive Compensation, HLS Research
Tagged Agency costs, Conflicts of interest, Controlling shareholders, Corporate governance, Executive Compensation, ISS, Say on pay
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Cyber Security, Cyber Governance, and Cyber Insurance
JP Morgan Chase. Community Health Systems. The Home Depot. Kmart. There has been no shortage of data breaches in recent weeks—with new developments on an almost daily basis. The age of cyber hactivisim, cyber extortion, and cyber terrorism is here, and it is not going away any time soon. Data security issues are no longer […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Insurance, Management, Reputation, Risk, Risk management
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Controlling Stockholders in Delaware—More Than a Number
Two recent Chancery Court decisions, Crimson Exploration and KKR Financial, confirm that Delaware takes a flexible and fact-specific approach to determining whether a stockholder is deemed to be “controlling” for purposes of judicial review of a transaction. It is important for dealmakers to understand when the courts may make a determination of control, both to […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, Ownership
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Governance and Comovement Under Common Ownership
Most existing theories of blockholder governance consider a single firm. However, in reality, many institutional investors hold blocks in multiple firms. In our paper, Governance and Comovement Under Common Ownership, which was recently made publicly available on SSRN, we study the implications of common ownership for corporate governance and asset pricing. In particular, we address […]
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Posted in Academic Research
Tagged Blockholders, General governance, Management, Ownership, Shareholder power
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Harvard Convenes the Executive Compensation Roundtable
The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Executive Compensation last Thursday, November 6. The event brought together for a roundtable discussion prominent representatives of the investor, issuer, advisor, and academic communities. Participants in the event, and the topics of discussion, […]
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Posted in Executive Compensation, Program News & Events
Tagged Executive Compensation, Program on Corporate Governance, Program on Institutional Investors
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