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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
How Efficient is Sufficient? Securities Litigation Post-Halliburton
In its recent decision in Halliburton Co., et al. v Erica P. John Fund, Inc., the U.S. Supreme Court upheld the legal standard for reliance in Rule 10b-5 securities fraud class actions that it had established some 25 years ago in Basic, Inc. v. Levinson. This standard, known as the fraud-on-the market doctrine, created a […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Information asymmetries, Market efficiency, Securities litigation, Stock mispricing
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The Spotlight on Boards
The ever evolving challenges facing corporate boards prompts an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have almost as much influence on board and company behavior. Boards are expected to:
Click here to read the complete postEmployee Satisfaction, Labor Market Flexibility, and Stock Returns Around The World
In our paper, Employee Satisfaction, Labor Market Flexibility, and Stock Returns Around The World, which was recently made publicly available on SSRN at, we study the relationship between employee satisfaction and abnormal stock returns around the world, using lists of the “Best Companies to Work For” in 14 countries. Theory provides conflicting predictions as to […]
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Posted in Academic Research, Corporate Social Responsibility, International Corporate Governance & Regulation
Tagged Corporate culture, Corporate Social Responsibility, Employees, International governance, Labor markets, Stock performance
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Commissioner Gallagher Offers Advice to Public Companies on Handling Proxy Advisors
Commissioner Daniel M. Gallagher of the Securities and Exchange Commission (“SEC”) authored a working paper, published last month by the Washington Legal Foundation, regarding the outsized power and influence of proxy advisory firms. [1] In his paper, Commissioner Gallagher provides his view of the most important aspects of Staff Legal Bulletin No. 20 (“SLB 20”), […]
Click here to read the complete postBankruptcy Court Holds Secured Creditors Can Be “Crammed Down” With Below-Market Replacement Notes
On August 26, 2014, in the case In re MPM Silicones, LLC, Case No. 14-22503 (Bankr. S.D.N.Y.) (“Momentive”), the United States Bankruptcy Court for the Southern District of New York held that secured creditors could be “crammed down” in a chapter 11 plan with replacement notes bearing interest at substantially below market rates. Unless overturned […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Bankruptcy Code, Corporate debt, Cramdown plans, Debtor-creditor law, Reorganizations, Restructurings, Secured debt tranches, U.S. federal courts
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Outsized Power & Influence: The Role of Proxy Advisers
Shareholder voting has undergone a remarkable transformation over the past few decades. Institutional ownership of shares was once negligible; now, it predominates. This is important because individual investors are generally rationally apathetic when it comes to shareholder voting: value potentially gained through voting is outweighed by the burden of determining how to vote and actually […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Conflicts of interest, Fiduciary duties, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation
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Stakeholder Governance, Competition and Firm Value
Academic literature has typically analyzed corporate governance from an agency perspective, sometimes referred to as separation of ownership and control between investors and managers. This reflects the view in the US, UK and many other Anglo-Saxon countries, where the law clearly specifies that shareholders are the owners of the firm and managers have a fiduciary […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Corporate governance, Firm valuation, France, Germany, Japan, Shareholder value, UK
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2014 Proxy Season Review—Looking Forward to Next Year
“Proxy season” is stretching longer and longer with each passing year as the “off season” has become the season to engage with institutional shareholders and to prepare for the next season. With 2014’s annual meetings now largely completed and the 2015 proxy season on the horizon, now seems a good time to review lessons learned […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board turnover, Executive Compensation, ISS, Proxy season, Say on pay, Shareholder proposals
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From Institutional Theories to Private Pensions
I recently posted my forthcoming book chapter, From Institutional Theories to Private Pensions (in Company Law and CSR: New Legal and Economic Challenges, Ivan Tchotourian ed., Bruylant 2014) on SSRN. Corporate governance is sometimes described by political scientists as a three-player game between capital, management, and labor. Yet, in most contemporary debates about corporate governance […]
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Posted in Academic Research, Corporate Social Responsibility
Tagged Agency model, Conflicts of interest, Corporate forms, Corporate governance, Corporate Social Responsibility, Pension funds, Shareholder value
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The Million-Comment-Letter Petition: The Rulemaking Petition on Disclosure of Political Spending Attracts More than 1,000,000 SEC Comment Letters
In July 2011, we co-chaired a committee of ten corporate and securities law experts that petitioned the Securities and Exchange Commission to develop rules requiring public companies to disclose their political spending. We are delighted to announce that, as reflected in the SEC’s webpage for comments filed on our petition, the SEC has now received […]
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