-
Supported By:
Subscribe or Follow
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
Hushmail: Are Activist Hedge Funds Breaking Bad?
Increasingly, some activist hedge funds are looking to sell their stock positions back to target companies. How should the board respond to hushmail? The Rise and Fall of Greenmail During the heyday of takeovers in the 1980s, so-called corporate raiders would often amass a sizable stock position in a target company, and then threaten or […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Delaware law, Greenmail, Hedge funds, Institutional Investors, Repurchases, Shareholder activism, Takeovers, Target firms
Comments Off on Hushmail: Are Activist Hedge Funds Breaking Bad?
Delaware Court: Lack of Fairness Opinion Not Necessarily Constitute Bad Faith
In Houseman v. Sagerman, C.A. No. 8897-VCG, 2014 WL 1600724 (Del. Ch. Apr. 16, 2014), the Court of Chancery, by Vice Chancellor Glasscock, in addressing defendants’ motion to dismiss claims related to the 2011 acquisition of Universata, Inc. (“Universata”) by HealthPort Technologies, LLC (“HealthPort”), held that the failure to obtain a fairness opinion in connection […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Duty of care, Duty of good faith, Fairness review, Fiduciary duties, Merger litigation
Comments Off on Delaware Court: Lack of Fairness Opinion Not Necessarily Constitute Bad Faith
The Prevalence and Utility of “Roadmap” Decisions in Bankruptcy Mega-Cases
As the pace of Chapter 11 filings jumped in the aftermath of the 2008 financial crisis, bankruptcy courts found their resources increasingly stretched. The number of Chapter 11 “mega-cases”—that is, cases that involve $100m or more in assets, over 1000 entities and/or a high degree of public interest—placed significant strain on the nation’s bankruptcy courts. […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Debtor-creditor law, Reorganizations, U.S. federal courts
Comments Off on The Prevalence and Utility of “Roadmap” Decisions in Bankruptcy Mega-Cases
Republic of Argentina v. NML Capital
The Supreme Court issued its decision yesterday [June 16, 2014] in Republic of Argentina v. NML Capital, No. 12-842, holding that the Foreign Sovereign Immunities Act (FSIA) does not limit the scope of discovery available to a judgment creditor in post-judgment execution proceedings against a foreign sovereign. As part of NML’s efforts to collect on […]
Click here to read the complete post
Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications
Tagged Argentina, Bondholders, Extraterritoriality, FSIA, International governance, Sovereign debt, Supreme Court
Comments Off on Republic of Argentina v. NML Capital
SEC Staff Releases Guidance Regarding Proxy Advisory Firms
On June 30, 2014, the staff of the Securities and Exchange Commission’s (the “Commission”) Division of Investment Management and Division of Corporation Finance (the “Staff”) issued much-anticipated guidance regarding proxy advisory firms, in the form of 13 Questions and Answers. Published in Staff Legal Bulletin No. 20 (“SLB 20”), available at http://www.sec.gov/interps/legal/cfslb20.htm, the Staff’s guidance […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation
Comments Off on SEC Staff Releases Guidance Regarding Proxy Advisory Firms
Understanding Corporate Governance Through Learning Models of Managerial Competence
The central focus of research in corporate governance has historically been on the problems of controlling managers’ actions. Without minimizing the real-world importance of such control problems, in our paper, Understanding Corporate Governance Through Learning Models of Managerial Competence, which was recently made publicly available on SSRN, we argue that such a focus is incomplete and […]
Click here to read the complete post
Posted in Academic Research, Executive Compensation
Tagged Behavioral finance, Executive Compensation, Executive turnover, Learning, Management
Comments Off on Understanding Corporate Governance Through Learning Models of Managerial Competence
Financial Dependence and Innovation
While innovation is crucial for businesses to gain strategic advantage over competitors, financing innovation tends to be difficult because of uncertainty and information asymmetry associated with innovative activities (Hall and Lerner (2010)). Firms with innovative opportunities often lack capital. Stock markets can provide various benefits as a source of external capital by reducing asymmetric information, […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Cash flows, External financing, Innovation, Patents, Private firms, Public firms, R&D
Comments Off on Financial Dependence and Innovation
Evaluating Pension Fund Investments Through The Lens Of Good Corporate Governance
I understand today’s participants include a number of trustees and asset managers for some of the country’s largest public and private pension funds. Without a doubt, pension funds play an important role in our capital markets and the global economy. This is due, in part, to the fast growth in pension fund assets, both in […]
Click here to read the complete post
Posted in Institutional Investors, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Board composition, Diversity, Engagement, Executive Compensation, Fiduciary duties, Financial reporting, Fund managers, Institutional Investors, Pension funds, SEC, Shareholder rights
Comments Off on Evaluating Pension Fund Investments Through The Lens Of Good Corporate Governance