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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
Strategic News Releases in Equity Vesting Months
In our paper, Strategic News Releases in Equity Vesting Months, which was recently made publicly available on SSRN, we study the link between the equity vesting schedules of CEOs and the timing of corporate news releases. We show that, in months in which the CEO has equity vesting, the firm releases more news. This is […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation
Tagged Disclosure, Equity-based compensation, Executive Compensation, Incentives
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Why Commissioner Gallagher is Mistaken about Disclosure of Political Spending
Last week, Securities and Exchange Commissioner Daniel Gallagher took the unusual step of publishing a letter to the editor of the New York Times expressing his opposition to the SEC even considering companies’ disclosure of political spending. In his letter, the Commissioner vows “to fight to keep” the subject off the SEC’s agenda. As explained […]
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Posted in Academic Research, HLS Research, Program News & Events, Securities Regulation
Tagged Citizens United v. FEC, Daniel Gallagher, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, Shining Light on Corporate Political Spending, Transparency
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Making It Easier for Directors To “Do The Right Thing”
Leo Strine, Chief Justice of the Delaware Supreme Court, and the Austin Wakeman Scott Lecturer on Law and a Senior Fellow of the Harvard Law School Program on Corporate Governance, has recently published an article in the Harvard Business Law Review. The essay, titled Making It Easier For Directors To “Do The Right Thing”, is available […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility, HLS Research, Practitioner Publications
Tagged Accountability, Benefit corporation, Boards of Directors, Corporate Social Responsibility, Delaware law, DGCL, Incorporations, Public benefit corporations, Public interest
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ISS, Share Authorizations, and New Data Verification Process
Publicly traded companies are required by the SEC and the stock exchanges to obtain shareholder approval when such companies seek to implement a new long‐term equity plan or increase the share reserve pursuant to such plans. Companies comply with this requirement by seeking shareholder approval through the annual proxy process. Institutional Shareholder Services (ISS), the […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Institutional Investors, ISS, Proxy advisors, Proxy voting, Shareholder value
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Proxy Access Proposals for the 2015 Proxy Season
A number of U.S. companies have recently received “proxy access” shareholder proposals submitted under SEC Rule 14a-8. Many of the recipients have been targeted under the New York City Comptroller’s new “2015 Boardroom Accountability Project,” which is seeking to install proxy access at 75 U.S. publicly traded companies reflecting diverse industries and market capitalizations. Underlying […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Director nominations, Proxy access, Rule 14a-8, Shareholder voting
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Delaware Court Dismisses Action Against Seller’s Directors and Financial Advisor
On October 24, 2014, the Delaware Court of Chancery issued a decision, In Re: Crimson Exploration Inc. Stockholder Litigation, addressing when: (i) a stockholder with less than majority voting power may be deemed a controlling stockholder, and (ii) the controlling stockholder’s actions trigger “entire fairness” review of a challenged merger. The court also rejected criticisms […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Conflicts of interest, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Financial advisers, Merger litigation, Mergers & acquisitions
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The Corporation in Society
On Monday, at the invitation of Professor Lucian Bebchuk, it was my privilege to conduct a discussion on the role of the corporation in society in his Harvard Law School course. Here are the charts I used to stimulate the discussion (see attachment). These led to a thought-provoking debate on some crucial issues that are being […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate forms, Corporate governance
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Dealing With Activist Hedge Funds
This year has seen a continuance of the high and increasing level of activist campaigns experienced during the last 14 years, from 27 in 2000 to nearly 250 to date in 2014, in addition to numerous undisclosed behind-the-scenes situations. Today, regardless of industry, no company can consider itself immune from potential activism. Indeed, no company […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Shareholder activism
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The Institutions of Federal Reserve Independence
On December 23, 2013, the Federal Reserve System celebrated its centennial. Over the course of that century, the Fed has become one of the most important governmental agencies in the history of the American republic, a transformation one scholar has labeled “the most remarkable bureaucratic metamorphosis in American history.” Its policies influence nearly every aspect […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Central banking, Federal Reserve, Financial regulation, Legal systems
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Federal Court Decision Undermines Legality of Valeant/Pershing Square Bid
A federal district court today ruled that serious questions existed as to the legality of Pershing Square’s ploy to finance Valeant’s hostile bid for Allergan. Allergan v. Valeant Pharmaceuticals Int’l, Inc., Case No. SACV-1214 DOC (C.D. Cal. November 4, 2014). As we wrote about in April, Pershing Square and Valeant hatched a plan early this […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Hedge funds, Hostile takeover, Insider trading, Mergers & acquisitions, Pershing Square, Securities litigation, Shareholder activism, Takeovers, U.S. federal courts
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