Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Director Engagement on Executive Pay

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, August 15, 2014

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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2014 IPO Study

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, August 14, 2014

Our study provides a comprehensive analysis of the 2013 US IPO market. We examined several key aspects of IPOs, including: The JOBS Act Financial profiles and accounting disclosures SEC comments and timing Corporate governance IPO expenses Deal structure Lock-ups Sponsor-backed companies We reviewed 100 of the 136 IPOs that priced in 2013 and met our […]

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Peer Effects and Corporate Corruption

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, August 14, 2014

Traditional models of crime frame the choice to engage in misbehavior like any other economic decision involving cost and benefit tradeoffs. Though somewhat successful when taken to the data, perhaps the theory’s largest embarrassment is its failure to account for the enormous variation in crime rates observed across both time and space. Indeed, as Glaeser, […]

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Board Structures and Directors’ Duties: A Global Overview

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, August 13, 2014

Corporate governance remains a hot topic worldwide this year, but for different reasons in different regions. In the United States, this year could be characterised as largely “business as usual”; rather than planning and implementing new post-financial crisis corporate governance reforms, companies have operated under those new (and now, not so new) reforms. We have […]

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Corporate Governance and the Erosion of Deutschland AG

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, August 13, 2014

The conventional view in comparative corporate governance research holds that German corporations are characterized by the prevalence of large blockholders, making it the typical example for a system of concentrated ownership. In my recent paper, Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AG, which has been made publicly […]

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Compliance or Legal? The Board’s Duty to Assure Clarity

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 12, 2014

A series of developments threaten to blur the important distinction between the corporation’s legal and compliance functions. These developments arise from federal regulatory action, media and public discourse, policy statements from compliance industry leaders, and new surveys reflecting the increasing prominence of the general counsel. If left unaddressed, they could lead to significant organizational risk, […]

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Facilitating Mergers and Acquisitions with Earnouts and Purchase Price Adjustments

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 12, 2014

In mergers and acquisitions transactions with privately-held (or closely-held) target companies, transacting parties will often agree to make payments to the target shareholders contingent upon some post-closing measures. Two often used arrangements are purchase price adjustments (PPAs) and earnouts. With a purchase price adjustment mechanism, payment to the target shareholders will be adjusted based on […]

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Ten Key Points from the SEC’s Final Money Market Rule

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 11, 2014

After six years of debate over the risks and operations of money market funds (MMFs)—and events such as the fall of Lehman Brothers, breaking the buck at the Reserve Primary Fund, rancor between financial regulators, and hundreds of industry comment letters—the SEC finally adopted MMF reform on July 23rd. The final rule will fundamentally alter […]

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Symbolic Corporate Governance Politics

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 11, 2014

Corporate governance politics display a peculiar feature: while the rhetoric is often heated, the material stakes are often low. Consider, for example, shareholder resolutions requesting boards to redeem poison pills. Anti-pill resolutions were the most common type of shareholder proposal from 1987–2004, received significant shareholder support, and led many companies to dismantle their pills. Yet, […]

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European Commission Imposes €20 Million Fine for Failing to Notify a Merger

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, August 10, 2014

On 23 July 2014, the European Commission fined Marine Harvest ASA €20 million for failing to notify its acquisition of Morpol ASA in accordance with the EU Merger Regulation and closing the transaction prior to receiving the European Commission’s approval. This is the first time the European Commission has imposed a fine in relation to […]

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