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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
Corporate Governance Enforcement in the Middle East and North Africa
As an echo of the last financial crisis, the two themes that have arguably dominated the corporate governance debate globally are investor activism and corporate governance enforcement. Recent years have seen by all accounts the highest rates of institutional investor activism on a range of issues such as executive remuneration, non-financial disclosure and board composition, […]
Click here to read the complete postCross-Border Recognition of Resolution Actions
On September 29, 2014, the Financial Stability Board (the “FSB”) published a consultative document concerning cross-border recognition of resolution actions and the removal of impediments to the resolution of globally active, systemically important financial institutions (the “Consultative Document”). The Consultative Document encourages jurisdictions to include in their statutory frameworks seven elements that would enable prompt […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bailouts, Bankruptcy, Banks, Cross-border transactions, Failed banks, Financial institutions, Financial regulation, FSB, G-SIB, International governance, Moral hazard, Recovery & resolution plans, Resolution authority, SIFIs, Systemic risk, Too big to fail
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Short-Termism
Last Monday I ventured into the belly of the beast by presenting the attached decks (available here and here) in Professor Bebchuk’s class at Harvard Law School. The class and discussion focused on short-termism, using the Airgas case as a jumping off point (see first deck available here) to the broader governance issues canvassed by […]
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Posted in Practitioner Publications
Tagged Airgas v. Air Products & Chemicals, Lucian Bebchuk, Short-termism
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The Duty to Maximize Value of an Insolvent Enterprise
In Quadrant Structured Products Company, Ltd. v. Vertin (October 1, 2014), Vice Chancellor Laster clarified the Delaware Chancery Court’s approach to breach of fiduciary duty derivative actions brought by creditors against the directors of an insolvent corporation. Importantly, the Vice Chancellor applied business judgment rule deference to the non-independent directors’ decision to try to increase […]
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Posted in Bankruptcy & Financial Distress, Boards of Directors, Court Cases, Practitioner Publications
Tagged Bankruptcy, Boards of Directors, Business judgment rule, Debt securities, Debtor-creditor law, Delaware cases, Delaware law, Derivative suits, Fairness review, Fiduciary duties
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Illinois Court Approves Single-Bidder Sale Strategy
The Circuit Court of Cook County, Illinois yesterday [October 2, 2014] confirmed that a Delaware board may employ a single-bidder process in a cash sale governed by the Revlon standard. Keating v. Motorola Mobility Holdings, Inc., No. 11-CH-28854 (Ill. Cir. Ct. Ch. Div. Oct. 2, 2014). The case arose from the 2011 transaction in which […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, Boards of Directors, Business judgment rule, Delaware law, Fiduciary duties, In re Revlon, Merger litigation, Mergers & acquisitions, Motorola
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Governance, Risk Management, and Risk-Taking in Banks
One might be tempted to conclude that good risk management in banks reduces the exposure to danger. However, such a view of risk management ignores that banks cannot succeed without taking risks that are ex ante profitable. Consequently, taking actions that reduce risk can be costly for shareholders when lower risk means avoiding valuable investments […]
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Posted in Academic Research, Banking & Financial Institutions
Tagged Banks, Corporate culture, Risk management, Risk-taking
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Public Pressure and Corporate Tax Behavior
In our paper, Public Pressure and Corporate Tax Behavior, which was recently made publicly available on SSRN, we examine whether public scrutiny related to firms’ tax avoidance activities has a significant effect on their tax avoidance behavior. In contrast to U.S. regulations that only require disclosure of significant subsidiaries, the U.K.’s Companies Act of 2006 […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Compliance & ethics, Disclosure, International governance, Public perception, Reputation, Tax avoidance, Taxation, UK
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The Recent Evolution of Shareholder Activism
Proxy Voting Analytics (2010-2014), a report recently released by The Conference Board in collaboration with FactSet, reviews the last five years of shareholder activism and proxy voting at Russell 3000 and S&P 500 companies. Data analyzed in the report includes:
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Executive Compensation, Golden parachutes, Institutional Investors, Political spending, Proxy access, Proxy fights, Proxy voting, Shareholder activism, Shareholder proposals
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