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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
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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The Informational Role of Internet-Based Short Sellers
Despite serious concerns about the quality of auditing and financial reporting of U.S.-listed Chinese firms, the SEC and the PCAOB have been unable to provide sufficient or timely information to U.S. investors due to resource constraints, the confidentiality rules underlying the PCAOB disciplinary proceedings, and no access to relevant work papers of Chinese auditors. In […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged China, Information asymmetries, Information environment, International governance, Securities fraud, Short sales, Stock mispricing
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Risk Management and the Board of Directors—An Update for 2014
Introduction Overview Corporate risk taking and the monitoring of risks have remained front and center in the minds of boards of directors, legislators and the media, fueled by the powerful mix of continuing worldwide financial instability; ever-increasing regulation; anger and resentment at the alleged power of business and financial executives and boards, including particularly as […]
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Posted in Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Fiduciary duties, Risk committee, Risk management, Risk oversight, Securities regulation
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Chen v. Howard-Anderson: Delaware Court Issues Guidance Regarding M&A Transactions
On April 8, 2014, Vice Chancellor Laster of the Delaware Court of Chancery issued an opinion addressing the reasonableness of a “market check” as well as required proxy disclosures to stockholders in M&A transactions. In Chen v. Howard-Anderson, [1] the Vice Chancellor held that (i) evidence suggesting that a board of directors favored a potential […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bidders, Boards of Directors, Delaware cases, Delaware law, Earnings disclosure, Fiduciary duties, Merger litigation, Proxy disclosure, Securities litigation, Shareholder suits
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The New Financial Industry
The recent discussions surrounding Michael Lewis’s new book, Flash Boys, revealed a profound and uncomfortable truth about modern finance to the public and policymakers: Machines are taking over Wall Street. Artificial intelligence, mathematical models, and supercomputers have replaced human intelligence, human deliberation, and human execution in many aspects of finance. The modern financial industry is […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, Securities Regulation
Tagged Algorithmic trading, Financial development, Financial institutions, Financial regulation, Flash orders, Innovation, Securities regulation, Systemic risk
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Has Persistence Persisted in Private Equity?
In our paper, Has Persistence Persisted in Private Equity? Evidence from Buyout and Venture Capital Funds, which was recently made publicly available on SSRN, we use detailed cash-flow data to study the persistence of buyout and VC fund performance over successive funds. We confirm the previous findings that there was significant persistence in performance, using […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Firm performance, Private equity, Private funds, Venture capital firms
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The Changing Regulatory Landscape for Angel Investing
The importance of small businesses in America is unquestionable—they are the foundation of today’s economy and are responsible for many of the new jobs created each year in the United States. And angel investors play a vital role in the development of small businesses by nurturing them at their earliest, most vulnerable stages when they […]
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Posted in Practitioner Publications, Private Equity, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Angel groups, Capital formation, Entrepreneurs, Equity offerings, Exchange Act, JOBS Act, Private equity, Private firms, Registration exemptions, Regulation A, Rule 506, SEC, Securities regulation, Small firms, Solicitation, Venture capital firms
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