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HLS Faculty & Senior Fellows
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 Takeovers and Economic Efficiency
In the paper, Corporate Takeovers and Economic Efficiency, written for the Annual Review of Financial Economics, I review recent takeover research which advances our understanding of the role of M&A in the drive for productive efficiency. Much of this research places takeovers in the context of industrial organization, tracing with unprecedented level of detail “who […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Bidders, Efficiency, Innovation, Takeovers, Target firms
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An Upturn in “Inversion” Transactions
Recently, there have been a growing number of large “inversion” transactions involving the migration of a U.S. corporation to a foreign jurisdiction through an M&A transaction. Inversion transactions come in several varieties, with the most common involving a U.S. company merging with a foreign target and redomiciling the combined company to the jurisdiction of the […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, International governance, Jurisdiction, Tax avoidance, Taxation
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2014 Proxy Season: Early Indications
It is still early days, but here is what we are seeing as the 2014 proxy season unfolds: Institutional investors promote governance reforms and engagement efforts. Prior to the season Vanguard sent letters to S&P 500 companies seeking adoption of annual director elections, majority voting and the right of holders of 25% of the common […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Engagement, Institutional Investors, Proxy season, Proxy voting, Say on pay, SEC, Securities regulation, Shareholder activism, Shareholder voting
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Public Compensation for Private Harm: SEC’s Fair Fund Distribution
The SEC’s success is conventionally measured by the number of enforcement actions it brings, the multimillion-dollar fines it secures, and the high-impact trials it wins. But the SEC does more than punish wrongdoing. Over the last twelve years, the SEC has quietly become an important source of compensation for defrauded investors. Since 2002, the SEC […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Distributions, Investor protection, Restitution, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation
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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 […]
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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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