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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
The Activism of Carl Icahn and Bill Ackman
Activist hedge funds merit the attention of corporate directors, as the value of the assets under management increases and activist funds’ targets expand well beyond small capitalization companies. This post reviews the tactics used by two prominent activist hedge fund managers to create change in 13 companies in their portfolio and highlights four perceived governance […]
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Posted in Boards of Directors, Practitioner Publications, Private Equity
Tagged Boards of Directors, Hedge funds, Pershing Square, Proxy contests, Shareholder activism, Target firms, The Conference Board
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The Untouchables of Self-Regulation
The conduct of investment bankers often arouses suspicion and criticism. In Toys “R” Us, the Delaware Court of Chancery referred to “already heightened suspicions about the ethics of investment banking firms” [1] ; in Del Monte, it criticized investment bankers for “secretly and selfishly manipulat[ing] the sale process to engineer a transaction that would permit […]
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Posted in Academic Research, Empirical Research, Financial Regulation, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Conflicts of interest, Financial regulation, FINRA, Investment advisers, Investment banking, Misconduct, Private enforcement, Securities regulation
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How Much Protection Do Indemnification and D&O Insurance Provide?
We consider below how advancement of legal fees, indemnification, and insurance operate when officers and directors become involved in regulatory investigations and proceedings. Part I addresses the enhanced risk officers and directors face today in an Age of Accountability. Part II addresses advancement of legal fees, which may be discretionary or mandatory depending on a […]
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Posted in Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accountability, Attorneys' fees, D&O insurance, Delaware law, Director liability, Indemnification, Insurance, Management, Securities litigation
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To Whom are Directors’ Duties Really Owed?
In the paper, Lift not the Painted Veil! To Whom are Directors’ Duties Really Owed?, which we recently posted on SSRN, we identify a fundamental contradiction in the law of fiduciary duty of corporate directors across jurisdictions, namely the tension between the uniformity of directors’ duties and the heterogeneity of directors themselves. The traditional characterization […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation
Tagged Board composition, Board dynamics, Boards of Directors, Constituency directors, Fiduciary duties, France, Germany, International governance, UK
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ISS Recommends Shareholders Withhold Votes for 6 Ashford Trust Directors
UNITE HERE proposals to opt out of Maryland Unsolicited Takeover Act have received resounding support from shareholders of Ashford Hospitality Prime. Over the past two years, activist shareholder UNITE HERE, the hospitality workers’ union, has been winning corporate governance reforms at lodging REITs, which are nearly all incorporated in Maryland. Several proposals ask boards to […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board declassification, Boards of Directors, Classified boards, ISS, REITs, Shareholder activism, Shareholder proposals, UNITE HERE
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Labor Representation in Governance as an Insurance Mechanism
Worker participation in corporate governance varies across countries. While employees are rarely represented on corporate boards in most countries, Botero et al. (2004) state “workers, or unions, or both have a right to appoint members to the Board of Directors” in Austria, China, Czech Republic, Denmark, Egypt, Germany, Norway, Slovenia, and Sweden. Such board representation […]
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Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Boards of Directors, Employees, Europe, Germany, Insurance, International governance, Labor markets, Risk, Shocks
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Board Refreshment and Director Succession in Investee Companies
State Street Global Advisors (“SSgA”) believes that board refreshment and planning for director succession are key functions of the board. Some markets such as the UK, have adopted best practices on a comply-or-explain basis that aim to limit a director’s tenure to nine years of board service, beyond which, investors may question a director’s independence […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board independence, Board turnover, Boards of Directors, Classified boards, Director qualifications, Europe, International governance, Nominating committees, SSgA, Succession, UK
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Accounting Class Action Filings and Settlements—2013 Review
The number of accounting case settlements in 2013 increased for the second year in a row, but remained low compared with the previous 10 years, according to Cornerstone Research’s latest report, Accounting Class Action Filings and Settlements—2013 Review and Analysis. While the number of securities class action filings that included accounting allegations (47) remained relatively […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Class actions, GAAP, Securities fraud, Securities litigation, Settlements
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Increased Scrutiny of High-Frequency Trading
Following the publication of Michael Lewis’ new book, Flash Boys: A Wall Street Revolt (“Flash Boys”), plaintiffs’ lawyers and US government regulators have increasingly focused their attention on financial institutions participating in high-frequency trading (“HFT”). Less than three weeks after the release of Flash Boys, private plaintiffs’ lawyers filed a class action lawsuit against 27 […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Algorithmic trading, CFTC, Exchange Act, Flash orders, High-frequency trading, Insider trading, Private enforcement, Proprietary trading, Public enforcement, SEC, Securities enforcement, Securities litigation, Securities regulation
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Renewed Focus on Corporate Director Tenure
The issue of director tenure recently has garnered significant attention both in the United States and abroad. U.S. public companies generally do not have specific term limits on director service, though some indicate in their bylaws a “mandatory” retirement age for directors—typically between 72 and 75—which can generally be waived by the board of directors. […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board independence, Board turnover, Boards of Directors, Entrenchment, ISS, Outside directors, QuickScore, Shareholder activism
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