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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 Venture Capital, Value Creation, and Innovation
There is no doubt that innovation is a critical driver of a nation’s long-term economic growth and competitive advantage. The question lies, however, in identifying the optimal organizational form for nurturing innovation. While corporate research laboratories account for two-thirds of all U.S. research, it is not obvious that these innovation incubators are more efficient than […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Entrepreneurs, External financing, Innovation, Private equity, R&D, Subsidiaries, Tech companies, Venture capital firms
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Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists
Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against the company and its directors. Exclusive forum provisions can help companies respond to such litigation more efficiently. Following most public M&A announcements, for […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware law, Forum selection, Jurisdiction, Merger litigation, Shareholder suits, U.S. federal courts
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Does Mandatory Shareholder Voting Prevent Bad Corporate Acquisitions?
In our paper, Does Mandatory Shareholder Voting Prevent Bad Corporate Acquisitions?, which was recently made publicly available as an ECGI and Rock Center Working Paper on SSRN, we examine how much power shareholders should delegate to the board of directors. In practice, there is broad consensus that fundamental changes to the basic corporate contract or […]
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Posted in Academic Research, Corporate Elections & Voting, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Acquisitions, Decision-making, International governance, Shareholder value, Shareholder voting, UK
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Two New Cases Cast a Shadow Over Credit Bidding
Two recent bankruptcy court decisions have increased uncertainty over the right of secured creditors to credit bid in sales of debtors’ assets. Relying on and expanding a rarely used “for cause” limitation on a secured creditor’s right to credit bid under §363(k) of the Bankruptcy Code, these decisions may ultimately affect credit bidding rights in […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Bidders, Debtor-creditor law, U.S. federal courts
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Delaware Court Declines to Dismiss Class Action Challenging Going-Private Transaction
In Hamilton Partners, L.P. v. Highland Capital Management, L.P., C.A. No. 6547-VCN, 2014 WL 1813340 (Del. Ch. May 7, 2014), the Court of Chancery, by Vice Chancellor Noble, in connection with a challenge to a going-private transaction whereby American HomePatient, Inc. (“AHP”) was acquired by an affiliate of one of its stockholders, Highland Capital Management, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Class actions, Controlling shareholders, Delaware cases, Delaware law, Fiduciary duties, Going private, Merger litigation, Restructurings, Shareholder suits
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Volcker Rule and Covered Bonds
The subtler aspects of the Volcker Rule [1] continue to emerge. One of the subtleties is the extraterritorial reach of the Rule in connection with underwriting, investments in, and market making for covered bonds by foreign banks. Foreign banks that underwrite, invest in, or conduct market making for covered bonds need to review their activity […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Bonds, Covered bonds, Financial institutions, Financial regulation, Foreign banks, Foreign issuers, International governance, Investment Company Act, Volcker Rule
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2014 Proxy Season Review
During the 2014 proxy season, governance-related shareholder proposals continued to be common at U.S. public companies, including proposals calling for declassified boards, majority voting in director elections, elimination of supermajority requirements, separation of the roles of the CEO and chair, the right to call special meetings and the right to act by written consent. While […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Golden parachutes, ISS, Political spending, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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Economic Crisis and Share Price Unpredictability: Reasons and Implications
During the recent financial crisis, there was a dramatic spike in “idiosyncratic volatility”—the volatility of individual firm share prices after adjustment for movements in the market as a whole. The average firm’s increase was a remarkable five-fold as measured by variance. This dramatic spike is not peculiar to the most recent crisis. Rather, it has […]
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Posted in Academic Research, Empirical Research, Financial Crisis
Tagged Erica John Fund v. Halliburton, Financial crisis, Fraud-on-the-Market, Information environment, Market reaction, Securities litigation, Stock mispricing
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SEC Chair White Sets Equity Market Structure Agenda
Mary Jo White, the Chair of the Securities and Exchange Commission (the “SEC”), recently delivered two speeches with important implications for the future structure of U.S. equity markets. The first (discussed on the Forum here), delivered on June 5, 2014, discussed various initiatives to improve equity market structure. The second (discussed on the Forum here), […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Algorithmic trading, Broker-dealers, Capital markets, Conflicts of interest, Dark pools, High-frequency trading, Intermediaries, Market efficiency, Regulation NMS, SEC, Securities regulation, Transparency
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