-
Supported By:
Subscribe or Follow
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
Shareholder Activism in M&A Transactions
Shareholder activism, which has increasingly occupied headlines in recent years, continued along its sharp growth trajectory in 2013. The number of activists, as well as the amount of capital backing them, has increased substantially, as has the sophistication and effectiveness of their tactics. In addition, last year was particularly noteworthy for the role shareholder activism […]
Click here to read the complete post
Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Director nominations, Hedge funds, Institutional Investors, Shareholder activism
Comments Off on Shareholder Activism in M&A Transactions
CEO Job Security and Risk-Taking
In our paper, CEO Job Security and Risk-Taking, which was recently made publicly available on SSRN, we use the length of employment contracts to estimate CEO turnover probability and its effects on risk-taking. Protection against dismissal should encourage CEOs to pursue riskier projects. Indeed, we show that firms with lower CEO turnover probability exhibit higher […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive turnover, Incentives, Management, Management contracts, Risk-taking, Termination
Comments Off on CEO Job Security and Risk-Taking
Toward Board Declassification in 100 S&P 500 and Fortune 500 Companies: The SRP’s Report for the 2012 and 2013 Proxy Seasons
Editor’s Note: The Shareholder Rights Project (SRP) just released its final report for the 2012 and 2013 proxy seasons, the SRP’s first two years year of operations. As the report details, major results obtained include the following: 100 S&P 500 and Fortune 500 companies (listed here) entered into agreements to move toward declassification; 81 S&P […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged Classified boards, Florida SBA, Los Angeles County Employees Retirement Association, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, PRIM, School Employees Retirement System of Ohio, Shareholder proposals, Shareholder Rights Project, Staggered boards
1 Comment
Communication and Decision-Making in Corporate Boards
The board of directors is a collective body, whose members have diverse expertise in various aspects of the company’s business. Therefore, communication between directors is critical to successful board functioning. In recent years, regulators, shareholders, and directors themselves have been paying increased attention to decision-making policies that could increase the quality of board discussions. Executive […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors
Tagged Board communication, Board meetings, Boards of Directors, Conflicts of interest, Decision-making, Incentives
Comments Off on Communication and Decision-Making in Corporate Boards
An Economic Theory of Fiduciary Law
I’ve recently posted to SSRN a book chapter called “An Economic Theory of Fiduciary Law,” which will be published in Philosophical Foundations of Fiduciary Law by Oxford University Press. The editors are Andrew Gold and Paul Miller. The purpose of my chapter is to restate the economic theory of fiduciary law. In doing so, the […]
Click here to read the complete post
Posted in Academic Research, HLS Research
Tagged Agency model, Contracts, Duty of care, Duty of loyalty, Economic alignment, Fiduciary duties
Comments Off on An Economic Theory of Fiduciary Law
White House Releases NIST Cybersecurity Framework
On February 12, the White House released the widely anticipated Framework for Improving Critical Infrastructure Cybersecurity (“the Framework”). Developed pursuant to Executive Order 13636 (issued in February 2013), the Framework strongly encourages companies across the financial, communications, chemical, transportation, healthcare, energy, water, defense, food, agriculture, and other critical infrastructure sectors to implement and comply with […]
Click here to read the complete postSecurities Class Action Filings—2013 Year in Review
Plaintiffs filed 166 new federal securities class actions in 2013, a 9 percent increase over 2012, according to Securities Class Action Filings—2013 Year in Review, an annual report prepared by Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse. The 2013 filings, although boosted by a second-half surge, are still 13 percent below […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Erica John Fund v. Halliburton, Halliburton, IPOs, Securities litigation
Comments Off on Securities Class Action Filings—2013 Year in Review
Delaware Chancery Emphasizes Materiality as Key in Disclosure-Based M&A Settlements
Some corporate practitioners could have the impression that significant fee awards are granted as a matter of course in M&A class action litigation, even where the results obtained by class counsel were supplemental (and arguably routine) disclosures regarding the proposed transaction. Recent comments by the judges of the Delaware Court of Chancery, however, may suggest […]
Click here to read the complete post
Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Class actions, Delaware cases, Delaware law, Disclosure, Materiality, Merger litigation, Pepper Hamilton, Settlements
Comments Off on Delaware Chancery Emphasizes Materiality as Key in Disclosure-Based M&A Settlements
Do Mandatory ‘Auctions’ Increase Gains of Target Shareholders in M&A?
Several years ago, the Delaware Supreme Court held, in Revlon v. MacAndrews & Forbes Holdings, that when a “sale” or “break-up” of a company becomes “inevitable,” the duty of the board of directors is not to maintain the independence of the company or otherwise give priority to long-term considerations, but rather to obtain the highest […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Auctions, Bidders, Delaware cases, Delaware law, In re Revlon, Target firms
Comments Off on Do Mandatory ‘Auctions’ Increase Gains of Target Shareholders in M&A?