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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
- 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
Staggered Boards and Firm Value, Revisited
Staggered boards have long played a central role in the debate on the proper relationship between boards of directors and shareholders. Advocates of shareholder empowerment view staggered boards as a quintessential corporate governance failure. Under this view, insulating directors from market discipline diminishes director accountability and encourages self-serving behaviors by incumbents such as shirking, empire […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Classified boards, Entrenchment, Firm valuation, Staggered boards
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Argentina and Exchange Bondholders File Certiorari Petitions
On February 18, both Argentina and the Exchange Bondholders Group filed petitions for writs of certiorari with the Supreme Court, seeking review of the Second Circuit’s rulings in the pari passu litigation. We discuss below the certiorari procedure, followed by comments on substantive arguments raised by Argentina and the Exchange Bondholders. Our many prior comments […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications
Tagged Argentina, Bondholders, FSIA, International governance, Sovereign debt, Supreme Court, U.S. federal courts
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Disappearing Small IPOs and Lifecycle of Small Firms
The small company initial public offering (IPO) is dead. In 1997, there were 168 exchange-listed IPOs for companies with an initial market capitalization of less than $75 million. In 2012, there were seven such IPOs, the same number as in 2003. While there is no doubt that the small company IPO has disappeared, the cause […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged IPOs, JOBS Act, Securities regulation, Small firms
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Still Running Away from the Evidence: A Reply to Wachtell Lipton’s Review of Empirical Work
In a 17-page memorandum issued by the law firm of Wachtell Lipton (Wachtell), Empiricism and Experience; Activism and Short-Termism; the Real World of Business, the firm’s founder Martin Lipton put forward new criticism of our empirical study, The Long-Term Effects of Hedge Fund Activism. Lipton’s critique is based on a review of a large number […]
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Posted in Academic Research, Empirical Research, HLS Research
Tagged Bebchuk-Brav-Jiang study, Hedge funds, Long-Term value, Proxy fights, Shareholder activism
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FDIC Lawsuits against Directors and Officers of Failed Financial Institutions
Federal Deposit Insurance Corporation (FDIC) litigation activity associated with failed financial institutions increased significantly in 2013, according to Characteristics of FDIC Lawsuits against Directors and Officers of Failed Financial Institutions—February 2014, a new report by Cornerstone Research. The FDIC filed 40 director and officer (D&O) lawsuits in 2013, compared with 26 in 2012, a 54 […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Banks, Boards of Directors, Director liability, Failed banks, FDIC, Financial institutions, Financial regulation, Management
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Toward a Constitutional Review of the Poison Pill
In a new paper, Toward a Constitutional Review of the Poison Pill, we argue that the state-law rules governing poison pills are vulnerable to challenges based on preemption by the Williams Act. Such challenges, we show, could well have a major impact on the corporate-law landscape. The Williams Act established a federal regime regulating unsolicited […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Poison pills, State antitakeover statutes, Takeover defenses, Takeovers, Tender offer, Williams Act
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Corporate “Free Exercise” and Fiduciary Duties of Directors
This Spring, the Supreme Court will decide whether a for-profit corporation can refuse to provide insurance coverage for birth control and other reproductive health services mandated by the Affordable Healthcare Act (or “Obamacare”) when doing so would conflict with “the corporation’s” religious beliefs. Although the main legal issue in Sibelius v. Hobby Lobby Stores, Inc., […]
Click here to read the complete postEnhanced Prudential Standards “First Take”
Our observations on the Federal Reserve’s final rule: 1. Delayed effective date and higher threshold: Foreign Banking Organizations (FBOs) eked out several small victories in the final rule—in particular, the July 2015 compliance date has been pushed to July 2016 and smaller FBOs (i.e., those with under $50 billion in US non-branch assets) are no […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, Liquidity, Prudence, Risk, Risk management
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SEC Enforcement Year in Review
Marked by leadership changes, high-profile trials, and shifting priorities, 2013 was a turning point for the Enforcement Division of the Securities and Exchange Commission (the “SEC” or the “Commission”). While the results of these management and programmatic changes will continue to play out over the next year and beyond, one notable early observation is that […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate fraud, Deferred prosecution agreements, FCPA, Insider trading, SEC, SEC enforcement, Securities enforcement, Securities litigation, Whistleblowers
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UK Shareholder Activism: A Toolbox for 2014
Following an increase in shareholder and investor activism beyond pure executive remuneration issues in the United Kingdom (UK) in 2013, with some 25 companies targeted for public campaigns, this post provides a summary of certain principles of English law and UK and European regulation applicable to UK listed public companies and their shareholders that are […]
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Posted in Accounting & Disclosure, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Blockholders, Collusion, Disclosure, Europe, Institutional Investors, International governance, Shareholder activism, Shareholder meetings, Shareholder proposals, Shareholder rights, UK
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