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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
The Long-Term Consequences of Hedge Fund Activism
The experience of the overwhelming majority of corporate managers, and their advisors, is that attacks by activist hedge funds are followed by declines in long-term future performance. Indeed, activist hedge fund attacks, and the efforts to avoid becoming the target of an attack, result in increased leverage, decreased investment in CAPEX and R&D and employee […]
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Posted in Practitioner Publications
Tagged Bebchuk-Brav-Jiang study, Hedge funds, IGOPP, Long-Term value, Shareholder activism, Short-termism
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Back-to-Back Court of Appeals Decisions Apply Morrison
In a one-two punch illustrating the continuing vigor of the presumption against extraterritoriality, the United States Court of Appeals for the Second Circuit, on consecutive days last week, issued important decisions applying Morrison v. National Australia Bank in two disparate but significant contexts under the federal securities laws. Last Thursday, in Liu v. Siemens AG, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Dodd-Frank Act, Extraterritoriality, Morrison v. National Australia Bank Ltd., Rule 10b-5, Securities litigation, U.S. federal courts, Whistleblowers
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Delaware Court Affirms Order Requiring Production of Privileged Documents
In Wal-Mart Stores, Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW, the Delaware Supreme Court formally recognized the “Garner doctrine,” an exception to the attorney-client privilege, in connection with a stockholder’s demand for records under Section 220 of the Delaware General Corporation Law, and confirmed that the exception also applies to other stockholder claims. […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications
Tagged Attorney-client privilege, Books and records, Confidentiality, Delaware cases, Delaware law, Discovery, Misconduct, Shareholder suits, Wal-Mart
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Banks, Government Bonds, and Default
Recent events in Europe have illustrated how government defaults can jeopardize domestic bank stability. Growing concerns of public insolvency since 2010 caused great stress in the European banking sector, which was loaded with Euro-area debt (Andritzky (2012)). Problems were particularly severe for banks in troubled countries, which entered the crisis holding a sizable share of […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, International Corporate Governance & Regulation
Tagged Banks, Bondholders, Bonds, Credit risk, Defaults, EU, Europe, Financial crisis, International governance, Risk-taking, Sovereign debt
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2014 Proxy Season Review
Nearly 40 investor representatives shared with us their key priorities for the 2014 proxy season. We review the developments around these topics over the 2014 proxy season through shareholder proposal submissions, investor voting trends, proxy statement disclosures and behind-the-scenes company-investor engagement. Key Developments in the 2014 Proxy Season Activist investors are becoming more active and […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Board declassification, Engagement, Majority voting, Proxy season, Say on pay, Shareholder activism, Shareholder proposals
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SEC Charges Corporate Officers with Fraud
On July 30, 2014, the Securities and Exchange Commission (“SEC”) advanced a novel theory of fraud against the former CEO (Marc Sherman) and CFO (Edward Cummings) of Quality Services Group, Inc. (“QSGI”), a Florida-based computer equipment company that filed for bankruptcy in 2009. The SEC alleged that the CEO misrepresented the extent of his involvement […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Books and records, Disclosure, Internal control, Management, SEC, SEC enforcement, Section 10(b), Securities fraud, SOX
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SEC Adopts Money Market Fund Reforms
On July 23, 2014, the Securities and Exchange Commission (the “SEC”) adopted significant amendments (the “amendments”) to rules under the Investment Company Act of 1940 (the “Investment Company Act”) and related requirements that govern money market funds (“MMFs”). The SEC’s adoption of the amendments is the latest action taken by U.S. regulators as part of […]
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Posted in Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Institutional Investors, Investment Company Act, IRS, Liquidity, Money market funds, SEC, SEC rulemaking, Securities regulation, Systemic risk, Taxation, Treasury Department
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Director Engagement on Executive Pay
Since the implementation of the mandatory advisory vote on executive compensation, shareholder engagement has become an increasingly important part of the corporate landscape. In light of this development, many companies are struggling to determine whether, when and how corporate directors should engage with shareholders on issues of executive compensation. Set forth below are considerations for […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Engagement, Executive Compensation, Management, Say on pay
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