-
Supported By:
Subscribe or Follow
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
Delaware Legislature Clarifies Section 251(h) Second-Step Merger Provisions
The following amendments to Delaware General Corporation Law (“DGCL”) Section 251(h) have been passed by the Delaware legislature, clarifying a number of issues that have arisen since adoption of the law last year. If signed by the Governor (as is expected), the amendments will apply to merger agreements entered into on or after August 1, […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Delaware law, DGCL, Fried Frank, Takeovers, Target firms, Tender offer
Comments Off on Delaware Legislature Clarifies Section 251(h) Second-Step Merger Provisions
Hedge Funds and Material Nonpublic Information
The last thing hedge funds need is another wake up call about the risks of liability for trading on the basis of material nonpublic information. But if they did, a July 17 article in the Wall Street Journal would provide it. According to the article, the SEC is investigating nearly four dozen hedge funds, asset […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Fiduciary duties, Hedge funds, Information asymmetries, Insider trading, SEC enforcement, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
Comments Off on Hedge Funds and Material Nonpublic Information
Human Capital, Management Quality, and Firm Performance
The quality of the top management team of a firm is an important determinant of its performance. This is an obvious statement to many. Yet, there is little evidence that relates top management team quality to firm performance in a causal manner. Part of the challenge in doing so stems from assigning a measure to […]
Click here to read the complete post
Posted in Academic Research, Empirical Research
Tagged Firm performance, Firm valuation, Management, Social capital, Stock performance
Comments Off on Human Capital, Management Quality, and Firm Performance
What Is a Board’s Role in a Family Business?
Individual- and family-owned businesses are a vital part of our economy. If you or your family owns such a company you understand how important the company’s success is to your personal wealth and to future generations. If you’re a nonfamily executive at a family company, you also recognize that its profitability and resilience is vital […]
Click here to read the complete postDo Banks Always Protect Their Reputation?
A firm’s reputation is a valuable asset. Arguably, conventional wisdom suggests that a reputable firm will always act in the best interest of their clients to preserve the firm’s reputation. For example, in his testimony/defense of Goldman Sachs before Congress, the Chairman and CEO Lloyd Blankfein states, “We have been a client-centered firm for 140 […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Empirical Research
Tagged Asset-backed securities, Banks, CDOs, CLOs, Disclosure, Financial institutions, Reputation, Underwriting
Comments Off on Do Banks Always Protect Their Reputation?
SEC Guidance May Lessen Investment Adviser Demand for Proxy Advisory Services
Recently issued SEC staff guidance addresses concerns that have been raised about proxy advisory firms by emphasizing that the investment adviser that retains and pays a proxy advisory firm is uniquely positioned to monitor the proxy advisory firm and is required to actively oversee the firm if it wants to benefit from the firm’s services […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Disclosure, Fiduciary duties, Glass Lewis, Institutional Investors, Investment advisers, ISS, Proxy advisors, Proxy voting, SEC, Securities regulation
Comments Off on SEC Guidance May Lessen Investment Adviser Demand for Proxy Advisory Services
The Peril of an Expectations Gap in Proxy Advisory Firm Regulation
Over the last few years, Congress and Securities and Exchange Commission (SEC) were put under pressure to seriously consider regulating proxy advisory firms. Financial industry and government leaders have voiced concern that proxy advisory firms exert too much power over corporate governance to operate unregulated. The SEC as well as the Congress have investigated and […]
Click here to read the complete post
Posted in Academic Research, Institutional Investors, Securities Regulation
Tagged Information asymmetries, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation
Comments Off on The Peril of an Expectations Gap in Proxy Advisory Firm Regulation
Wachtell Keeps Running Away from the Evidence
In a memorandum issued by the law firm of Wachtell, Lipton, Rosen & Katz (Wachtell) last week, Do Activist Hedge Funds Really Create Long Term Value?, the firm’s founding partner Martin Lipton and another senior partner of the law firm criticize again my empirical study with Alon Brav and Wei Jiang, The Long-Term Effects of […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, HLS Research
Tagged Bebchuk-Brav-Jiang study, Hedge funds, IGOPP, Long-Term value, Shareholder activism, Short-termism
Comments Off on Wachtell Keeps Running Away from the Evidence