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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 2014 Board Practices Survey
The Conference Board, NASDAQ OMX and NYSE Euronext announced last week the renewal of their research collaboration to document the state of corporate governance practices among publicly listed corporations in the United States. The centerpiece of the collaboration is The 2014 Board Practice Survey, which the three organizations are disseminating to their respective memberships. Findings […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, NASDAQ, NYSE, Public firms, Surveys, The Conference Board
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Crisis Management Lesson from Toyota and GM: “It’s Our Problem the Moment We Hear About It”
Delay in confronting crises is deadly. Corporate leaders must have processes for learning of important safety issues. Then they must seize control immediately and lead a systematic response. Crisis management is the ultimate stress test for the CEO and other top leaders of companies. The mantra for all leaders in crisis management must be: “It […]
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Posted in Op-Eds & Opinions
Tagged Accountability, Compliance & ethics, DOJ, General Motors, Management, Oversight, Toyota
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Delaware Decision Reinforces Need for Proper Procedure in Squeeze-Out Merger
The private equity firm that was the controlling stockholder of Orchard Enterprises effected a squeeze-out merger of the minority public stockholders. Two years later, a Delaware appraisal proceeding determined that Orchard’s shares at the time of the merger were worth more than twice as much as was paid in the merger. Public shareholders then brought […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions
Tagged Board independence, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Fried Frank, Merger litigation, Minority shareholders, Proxy disclosure, Special committees
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Risk Choice under High-Water Marks
High-water mark (HWM) contracts are the predominant compensation structure for managers in the hedge fund industry. In the paper, Risk Choice under High-Water Marks, forthcoming in the Review of Financial Studies, I seek to understand the optimal dynamic risk-taking strategy of a hedge fund manager who is compensated under such a contract. This is both […]
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Posted in Academic Research, Executive Compensation
Tagged Executive Compensation, Fund managers, Hedge funds, Incentives, Pay for performance, Risk, Risk-taking
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Chairman’s Address at SEC Speaks 2014
Good morning. I am very honored to be giving the welcoming remarks and to offer a few perspectives from my first 10 months as Chair. Looking back at remarks made by former Chairs at this event, the expectation seems to be for me to talk about the “State of the SEC.” I will happily oblige […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Dodd-Frank Act, Investor protection, JOBS Act, Oversight, Risk oversight, SEC, SEC rulemaking, Securities enforcement, Securities fraud, Securities regulation
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Recommendations from Conference Board Task Force on Corporate/Investor Engagement
The 2008 financial crisis and the slow recovery that has followed has brought further evidence tending to support the view that the structure of our corporate sector needs adjustment, and that its faults affect the competitiveness of our economy. The crisis has resulted, as would be expected, in a raft of new rules and regulations, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, General governance, Institutional Investors, Oversight, Shareholder communications, The Conference Board
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Do Conservative Justices Favor Wall Street?
The appointment of Supreme Court justices is a politically-charged process and the “ideology” (or “judicial philosophy”) of the nominees is perceived as playing a potentially relevant role in their future decision-making. It is fairly easy to intuit that ideology somehow enters the analysis with respect to politically divisive issues such as abortion and procreative rights, […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Decision-making, Securities litigation, Securities regulation, Supreme Court
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75% of 2014 Engagements Have Already Produced Agreements to Declassify
In a news alert released last week, the Shareholder Rights Project (SRP), working with SRP-represented investors, announced the high level of company responsiveness to engagements during the 2014 proxy season. In particular, as discussed in more detail below, major results obtained so far include the following: Following active engagement, about three-quarters of the S&P 500 […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Program News & Events
Tagged Classified boards, Florida SBA, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Supreme Court Allows State-Law Securities Class Actions to Proceed
On February 26, 2014, the Supreme Court decided Chadbourne & Parke LLP v. Troice, 571 U.S. ___ (2014), ruling by a 7-2 vote that the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) does not bar state-law securities class actions in which the plaintiffs allege that they purchased uncovered securities that the defendants misrepresented were […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Materiality, Securities fraud, Securities litigation, SLUSA, State law, Supreme Court
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