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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
Merger Negotiations with Stock Market Feedback
In our paper, Merger Negotiations with Stock Market Feedback, forthcoming in the Journal of Finance, we investigate whether pre-bid target stock price runups increase bidder takeover costs—an issue of first-order importance for the efficiency of the takeover mechanism. We base our predictions on a simple model with rational market participants and synergistic takeovers. Takeover signals (rumors) received […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Bidders, Information environment, Market efficiency, Market reaction, Offer pricing, Signaling, Takeovers
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SEC Investigations and Enforcement Related to Financial Reporting and Accounting
“One of our goals is to see that the SEC’s enforcement program is—and is perceived to be—everywhere, pursuing all types of violations of our federal securities laws, big and small.” — Mary Jo White, Chair of the SEC, October 9, 2013 “In the end, our view is that we will not know whether there has […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Accounting standards, Audits, Compliance & ethics, Disclosure, Financial reporting, SEC, SEC enforcement, SEC investigations, Securities fraud, Wells notice
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Governance Priorities for 2014
As the fallout from the financial crisis recedes and both institutional investors and corporate boards gain experience with expanded corporate governance regulation, the coming year holds some promise of decreased tensions in board-shareholder relations. With governance settling in to a “new normal,” influential shareholders and boards should refocus their attention on the fundamental aspects of […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Board communication, Board composition, Boards of Directors, Executive Compensation, Firm performance, Institutional Investors, ISS, Management, Proxy advisors, Proxy season, Say on pay, Shareholder activism, Shareholder voting
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Sealing the Deal
In many jurisdictions, a statute of limitations may not be extended by contract. [1] Delaware follows this rule, so its three-year statute of limitations for contract claims generally may not be extended. [2] Moreover, under Delaware’s borrowing statute, contract claims arising outside of Delaware but litigated in a Delaware court are subject to the shorter […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Choice of Law, Contracts, Delaware law, Forum selection, Statute of limitations
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Are Stock-Financed Takeovers Opportunistic?
In our paper, Are Stock-Financed Takeovers Opportunistic?, which was recently made publicly available on SSRN, we present significant new empirical evidence relevant to the ongoing controversy over whether bidder shares in stock-financed mergers are overpriced. The extant literature is split on this issue, with some studies suggesting that investor misvaluation plays an important role in driving […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Bidders, Capital structure, Firm valuation, Offer pricing, Stock mispricing, Takeovers
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Will The New Shareholder-Director Exchange Achieve Its Potential?
The recent announcement of the formation of the Shareholder-Director Exchange, a new group that aims to facilitate direct communication between institutional shareholders (namely, mutual funds and pension programs) and non-management directors of the U.S. public companies they own, has been accompanied by a flurry of articles regarding the purposes and possibilities of this new group. […]
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Schulte Roth & Zabel’s Shareholder Activism practice was at the forefront of the industry in 2013, advising our clients in a number of proxy contests. These are our observations from a busy year. Rapid growth with many new entrants By almost any measure, shareholder activism became more popular in 2013 than ever. With assets under […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Director nominations, Hedge funds, Institutional Investors, Shareholder activism
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Bank Capital and Financial Stability
In the paper, Bank Capital and Financial Stability: An Economic Tradeoff or a Faustian Bargain?, forthcoming in the Annual Review of Financial Economics, I review the literature on the relationship between bank capital and stability. Higher capital contributes positively to financial stability. On this issue, there seems to be little disagreement. There is, however, disagreement in the […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Banks, Capital requirements, Capital structure, Financial crisis, Financial institutions, Financial regulation, Leverage, Systemic risk
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Disqualifying Dissident Nominees: A New Trend in Incumbent Director Entrenchment
There are many good, independent boards of directors at public companies in the United States. Unfortunately, there are also many ineffectual boards composed of cronies of CEOs and management teams, and such boards routinely use corporate capital to hire high-priced “advisors” to design defense mechanisms, such as the staggered board and poison pill, that serve […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director compensation, Director nominations, Entrenchment, Shareholder activism, Shareholder nominations, Shareholder rights
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