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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Inversions—Upside for Acquisitions
With U.S. corporate tax rates among the highest in the world, U.S.-based companies with international operations regularly look for structuring opportunities to reduce the exposure of their overseas earnings to U.S. taxes. A recent trend driving deal activity is the prevalence of acquisition-related inversions whereby the acquiring company redomiciles to a lower-tax jurisdiction concurrently with […]
Click here to read the complete postSpan of Control and Span of Attention
In our paper, Span of Control and Span of Attention, which was recently made publicly available on SSRN, we use novel data to better understand the role of the CEO and the relationship to the executive team as represented by the CEO’s span of control. We collect detailed time use information for a large sample […]
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Posted in Academic Research
Tagged Management, Managerial style, Social capital
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Schedule 13D Ten-Day Window and Other Issues: Will the Pershing Square/Valeant Accumulation of a 9.7% Stake in Allergan Lead to Regulatory Action?
As widely reported, a vehicle formed by Pershing Square and Valeant Pharmaceuticals acquired just under 5% of Allergan’s shares after Allergan apparently rebuffed confidential efforts by Valeant to get Allergan to negotiate a potential acquisition. The Pershing Square/Valeant vehicle then crossed the 5% threshold and nearly doubled its stake (to 9.7%) over the next ten […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisitions, Blockholders, Disclosure, Hedge funds, Pershing Square, Private equity, Reporting regulation, Schedule 13D, Shareholder activism, Tender offer
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US G-SIB Leverage Surcharge and Basel III Leverage Ratio
The U.S. banking agencies have finalized higher leverage capital standards for the eight U.S. bank holding companies that have been identified as global systemically important banks (“U.S. G-SIBs”) and their insured depository institution (“IDI”) subsidiaries. The agencies also proposed important changes to the denominator of the U.S. Basel III supplementary leverage ratio (“SLR”). A number […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Financial institutions, Financial regulation, G-SIB, International governance, Leverage, Subsidiaries, Surcharges, Systemic risk
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Council of Institutional Investors Presses SEC for Guidance on Interim Vote Tallies
Last May, Broadridge Financial Solutions, Inc., the provider of proxy services for over 90% of public companies and mutual funds in North America (“Broadridge”), decided to end its established practice of providing interim vote tallies (sometimes referred to as “preliminary voting results”) to proponents of shareholder proposals. Following this change in practice, the Council of […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Broadridge, Disclosure, Form 8-K, Institutional Investors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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A New Takeover Threat: Symbiotic Activism
The Pershing Square-Valeant hostile bid for Allergan has captured the imagination. Other companies are wondering whether they too will wake up one morning to find a raider-activist tag-team wielding a stealth block of their stock. Serial acquirers are asking whether they should be looking to take advantage of this new maneuver. Speculation and rumor abound […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Bidders, Hedge funds, Securities regulation, Shareholder activism, Strategic buyers, Takeovers
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Performance Terms in CEO Compensation Contracts
CEO compensation in U.S. public firms has attracted a great deal of empirical work. Yet our understanding of the contractual terms that govern CEO compensation and especially how the compensation committee ties CEO compensation to performance is still incomplete. The main reason is that CEO compensation contracts are, in general, not observable. For the most […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Executive performance, Pay for performance, Performance measures
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CEO Succession in the S&P 500: Statistics and Case Studies
CEO Succession Practices, which The Conference Board updates annually, documents CEO turnover events at S&P 500 companies. The 2014 edition contains a historical comparison of 2013 CEO successions with data dating back to 2000. In addition to analyzing the correlation between CEO succession and company performance, the report discusses age, tenure, and the professional qualifications […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board leadership, Boards of Directors, Executive turnover, Management, Succession, The Conference Board
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Looking at Corporate Governance from the Investor’s Perspective
Corporate governance has always been an important topic. It is even more so today, as many Americans recognize the need to develop a more robust corporate governance regime in the aftermath of the deepest financial crisis since the Great Depression. Although the recent financial crisis—aptly named the “Great Recession”—has many fathers, there is ample evidence […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountability, Compensation disclosure, Compensation ratios, Corporate governance, Engagement, Executive Compensation, Proxy disclosure, Say on pay, SEC, Securities regulation, Shareholder proposals, Transparency
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SEC Issues Guidance on Use of Social Media in Offerings and Proxy Fights
The SEC staff has released new guidance regarding the use of social media such as Twitter in securities offerings, business combinations and proxy contests (as a senior SEC official telegraphed at the Tulane Corporate Law Institute conference). Until now, SEC legending requirements have restricted an issuer’s ability to communicate electronically using Twitter or similar technologies […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Proxy disclosure, Proxy fights, Proxy materials, Regulation FD, SEC, Securities regulation, Social networks, Solicitation
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