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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
What Will Result From the SEC’s Current Disclosure Reform Initiative?
The SEC is in the midst of what could be a sweeping reform of its disclosure regime. During the course of this year, the SEC’s Division of Corporation Finance, or Corp Fin, will be seeking broad input from companies and investors on how the SEC can improve its disclosure rules. This initiative follows on Corp […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications, Securities Litigation & Enforcement
Tagged Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, Regulation S-K, SEC, SEC rulemaking, Securities regulation, Sustainability
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Investors Buying Stock in NFL Player through First Fantex IPO
On April 28, 2014, shares of Fantex, Inc. (Fantex), which are linked to the performance and earnings of Vernon Davis, star tight end of the San Francisco 49ers, were sold to the public. Other professional football players for whom Fantex has filed initial public offering (IPO) registration statements include quarterback EJ Manuel of the Buffalo […]
Click here to read the complete postThe PCAOB Proposed Auditor’s Reporting Model
The proposed enhancements to the auditor’s reporting model would be the first change to the standards in more than 70 years. Furthermore, they could significantly impact the content and format of auditors’ reports; the treatment of that information by investors and other users of financial statements; and the relationship and structure of interactions among management, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Speeches & Testimony
Tagged Accounting, Accounting standards, Audits, Disclosure, External auditors, Financial reporting, PCAOB
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Do Freezeouts Affect the Performance of the Controlling Shareholder?
Some works in the literature on mergers and acquisitions suggest that mergers do not generate any efficiency for the acquirer and that, in fact, they have a negative effect on operating performance. This work examines whether freezeouts (that is, transactions in which a controlling shareholder acquires the remaining shares of a corporation for cash or […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Controlling shareholders, Efficiency, Firm performance, Freezeouts, Takeovers
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Shareholder Value Enhanced Through Sufficient Time to Generate Alternative Transaction
On April 2, 2014, Osisko Mining Corporation announced a superior alternative to Goldcorp Inc.’s unsolicited offer for Osisko in the form of a partnership with Yamana Gold Inc. resulting in Osisko’s shareholders receiving cash and share consideration with an implied value representing a 22% premium to Goldcorp’s offer. This transaction was announced 79 days after […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Canada, Davies, International governance, Poison pills, Shareholder rights, Takeover defenses, Takeovers, Target firms, Tender offer
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Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law
Leo Strine, Chief Justice of the Delaware Supreme Court Review and a Senior Fellow of the Harvard Law School Program on Corporate Governance, recently published in the Columbia Law Review a response essay to an essay by Professor Lucian Bebchuk published in the Columbia Law Review several months earlier. Professor Bebchuk’s essay, The Myth that […]
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Posted in Academic Research, Boards of Directors, HLS Research
Tagged Board Insulation, Boards of Directors, Entrenchment, Investor horizons, Long-Term value, Shareholder activism, Short-termism, Takeover defenses
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Quack Corporate Governance, Round III?
Like in the US, European policy-makers have taken a number of measures as a reaction to the financial crisis, some of which address corporate governance issues of credit institutions and investment firms (hereafter collectively referred to as “banks”). Other than in the U.S., however, and more consistently with the financial origins of the crisis, very […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Bank boards, Banks, Board composition, Boards of Directors, EU, Europe, Financial crisis, Financial regulation, International governance
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More Than You Wanted to Know: Failure of Mandated Disclosure
“Mandated disclosure may be the most common and least successful regulatory technique in American law.” Thus opens our book, More Than You Wanted to Know: The Failure of Mandated Disclosure (Princeton Press, 2014). Of mandated disclosure’s triumph there is no doubt. This blog’s readers see it everywhere. Corporate scandals and financial crises ceaselessly spawn new […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Cost-benefit analysis, Disclosure, Dodd-Frank Act, Information environment, Reporting regulation, Securities regulation
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Rights Plans and Proxy Contests: Chancery Court Denies Activist’s Motion to Enjoin Sotheby’s Shareholder Meeting
On May 2, 2014, the Delaware Chancery Court denied a motion to preliminarily enjoin Sotheby’s annual stockholder meeting based on allegations by an activist stockholder, Third Point LLC, that the Sotheby’s board of directors violated its fiduciary duties by adopting a rights plan (or “poison pill”) and refusing to provide a waiver from its terms […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Fiduciary duties, Poison pills, Proxy contests, Shareholder activism, Third Point, Unocal standard
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