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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 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
“Greenmail” Makes a Comeback
The much-maligned 1980s tactic of “greenmail” [1] appears to have made a comeback in 2013. “Greenmail” has generally been defined as the practice of purchasing enough shares in a company to threaten a takeover, and then using that leverage to pressure the target company to buy those shares back at a premium in order to […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Greenmail, Proxy contests, Repurchases, Shareholder activism, Shareholder power
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Key Trends in Financial Institutions M&A and Governance
2013 was a year of continuing challenges and opportunities for U.S. banks. The low-interest rate environment continued to challenge the ability of banks to lend profitably. Already burdensome regulatory demands grew weightier with expanded Dodd-Frank stress testing and the finalization of the Volcker Rule, among other things. More than ever before, the responsibility of directors […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Bank boards, Banks, Board monitoring, Boards of Directors, Dodd-Frank Act, Financial institutions, Financial regulation, Merger litigation, OCC, Oversight, Risk management, Risk oversight
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HLS Corporate Faculty Excels in SSRN’s 2013 Citation Rankings
Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2013, Harvard Law School professors and senior fellows associated with the Program on Corporate Governance featured prominently on SSRN’s law author rankings. These professors and fellows captured ten of the top 100 slots among the top 100 law authors […]
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Posted in Academic Research, Program News & Events
Tagged Program on Corporate Governance, Rankings, SSRN
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Blockholders and Corporate Governance
In the paper, Blockholders and Corporate Governance, forthcoming in the Annual Review of Financial Economics, I review the theoretical and empirical literature on the different channels through which blockholders (large shareholders) engage in corporate governance. Berle and Means’s (1932) seminal article highlighted the agency problems that arise from the separation of ownership and control. When […]
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Posted in Academic Research
Tagged Blockholders, General governance, Management, Shareholder activism, Shareholder power
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Gender Diversity at Silicon Valley Public Companies 2013
Significantly expanding on the data in the Fenwick Corporate Governance Survey (discussed on the Forum here), Fenwick has published the first survey to analyze gender diversity on boards and executive management teams of companies in the technology and life science companies included in the Silicon Valley 150 Index (SV 150) compared to the very large […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, Diversity, Management, Surveys, Tech companies
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ISS To Revise QuickScore
On January 8, 2014, Institutional Shareholder Services, Inc. (“ISS”) announced that it will launch a new version of QuickScore (“QuickScore 2.0”) on February 18, 2014. QuickScore benchmarks a company’s governance risk against other companies in the Russell 3000 Index based on a number of weighted governance factors. QuickScore 2.0 will use a different method to […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged General governance, Governance indices, ISS, Proxy advisors, QuickScore
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No Magic Bullet in Post-Credit Crisis Investment Litigation
Nearly a decade ago, the United States Supreme Court in Dura Pharmaceuticals Inc. v. Broudo, 544 U.S. 336, 345 (2005), emphasized that a securities fraud suit is not an investor’s insurance policy against market losses. As courts continue to address the fallout from the financial crisis that began in 2007, the court’s admonition is alive […]
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Posted in Court Cases, Financial Crisis, Practitioner Publications, Securities Litigation & Enforcement
Tagged Dura Pharmaceuticals v. Broudo, Exchange Act, Financial crisis, Loss causation, Section 10(b), Securities damages, Securities fraud, Securities litigation, U.S. federal courts
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“SPOE” Resolution Strategy for SIFIs under Dodd-Frank
On December 10, 2013, the Federal Deposit Insurance Corporation (the “FDIC”) proposed for public comment a notice (the “Notice”) describing its “Single Point of Entry” (“SPOE”) strategy for resolving systemically important financial institutions (“SIFIs”) in default or in danger of default under the orderly liquidation authority granted by Title II of the Dodd-Frank Wall Street […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Regulation, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Failed banks, FDIC, Financial institutions, Financial regulation, Liquidation, Recovery & resolution plans, Resolution authority, SIFIs, Systemic risk
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Do Managers Manipulate Earnings Prior to Management Buyouts?
In the paper, Do Managers Manipulate Earnings Prior to Management Buyouts?, which was recently made publicly available on SSRN, we investigate accounting manipulation prior to buyout transactions in the UK during the second buyout wave of 1997 to 2007. Prior to management buyouts (MBOs), managers have an incentive to deflate the reported earnings numbers by […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Accounting, Acquisitions, Buyouts, Earnings management, International governance, Leveraged acquisitions, Management, UK
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ISS Publishes Guidance on Director Compensation (and Other Qualification) Bylaws
In the latest instance of proxy advisors establishing a governance standard without offering evidence that it will improve corporate governance or corporate performance, ISS has adopted a new policy position that appears designed to chill board efforts to protect against “golden leash” incentive bonus schemes. These bonus schemes have been used by some activist hedge […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Bonuses, Charter & bylaws, Director compensation, Golden leashes, ISS, Proxy advisors, Shareholder activism, Shareholder voting
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