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HLS Faculty & Senior Fellows
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
Updated CD&A Template Aims to Improve Communication
In 2011, CFA Institute released the Compensation Discussion and Analysis (CD&A) Template as a tool to help companies produce a more succinct and informative CD&A that served the needs of both companies and investors. At the time there were complaints from both issuers and investors that the typical CD&A was seen by too many issuers […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged CD&A, Compensation disclosure, Engagement, Executive Compensation, Proxy materials, Shareholder communications
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Shareholder Returns of Hostile Takeover Targets
This morning [October 22, 2014], Institutional Shareholder Services (ISS) issued a note to clients entitled “The IRR of ‘No’.” The note argues that shareholders of companies that have resisted hostile takeover bids all the way through a proxy fight at a shareholder meeting have incurred “profoundly negative” returns following those shareholder meetings, compared to alternative […]
Click here to read the complete postOpacity in Financial Markets
In my paper, Opacity in Financial Markets, forthcoming in the Review of Financial Studies, I study the implications of opacity in financial markets for investor behavior, asset prices, and welfare. In the model, transparent funds (e.g., mutual funds) and opaque funds (e.g., hedge funds) trade transparent assets (e.g., plain-vanilla products) and opaque assets (e.g., structured products). Investors […]
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Posted in Academic Research, Financial Regulation, Institutional Investors
Tagged Agency model, Financial regulation, Hedge funds, Information asymmetries, Information environment, Institutional Investors, Moral hazard, Mutual funds, Transparency
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Statement on Credit Risk Retention
Today [October 22, 2014], the Commission will consider the recommendation of the staff to adopt, jointly with five other federal agencies, final rules for the asset-backed securities market that will require securitizers to keep “skin in the game.” Specifically, we will consider rules to require certain securitizers to retain no less than five percent of […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset-backed securities, Credit risk, Dodd-Frank Act, Investor protection, Retention, SEC, SEC rulemaking, Securities regulation, Securitization, Skin in the game
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Proxy Access in the US
In this summary of CFA Institute findings, we take a brief look at the history of proxy access, discuss the pertinent academic studies, examine the benefits and limits of cost–benefit analysis, analyze the use of proxy access in non-US jurisdictions, and draw some conclusions. How We Got Here Proxy access refers to the ability of […]
Click here to read the complete postKey Privacy Issues in M&A Transactions
Many merger and acquisition (“M&A”) agreements lack specific representations and warranties regarding privacy issues. Often, this is because deal lawyers do not recognize potential privacy risks where the target company (the “Target”) lacks e-commerce websites or retail stores that collect consumer data. Nonetheless, significant privacy issues may exist even if the Target is a traditional […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Cybersecurity, Mergers & acquisitions, Privacy
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Delaware Reaffirms that Corporate Control Lies in the Boardroom
In an important ruling [October 14, 2014], the Delaware Court of Chancery dismissed a merger challenge on the pleadings and reaffirmed the primacy of director authority, the significance of the vote of disinterested stockholders, and the vibrancy of the business judgment rule. In re KKR Fin. Holdings LLC S’holder Litig., C.A. No. 9210-CB (Del. Ch. […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions
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Corporate Governance and the Creation of the SEC
Severe turmoil in financial markets—whether the Panic of 1826, the Wall Street Crash of 1929, or the Global Financial Crisis of 2008—often raises significant concerns about the effectiveness of pre-existing securities market regulation. In turn, such concerns tend to result in calls for more and stricter government regulation of corporations and financial markets. It is […]
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Posted in Academic Research, Boards of Directors, Securities Regulation
Tagged Board independence, Boards of Directors, Corporate governance, Firm valuation, General governance, SEC, Securities Act, Securities regulation
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