-
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
Zombie Boards: Board Tenure and Firm Performance
In my paper, Zombie Boards: Board Tenure and Firm Performance, which was recently made publicly available on SSRN, I empirically investigate how board tenure is related to firm performance and corporate decisions, holding other firm, CEO, and board characteristics constant. I find that board tenure has an inverted U-shaped relation with firm value, and that […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Boards of Directors, Entrenchment, Firm performance, Firm valuation, Learning, Staggered boards
Comments Off on Zombie Boards: Board Tenure and Firm Performance
Don’t Ask/Don’t Waive Standstills & Attorneys’ Fees in Delaware
Court of Chancery Revisits Covenants Against Waiving “Don’t Ask/Don’t Waive” Provisions In a recent bench ruling, In re Complete Genomics, Inc. Shareholder Litigation, the Court of Chancery offered new insight into the ability of a target board to promise an acquiror that the target will not waive a “don’t ask/don’t waive” standstill provision. A “don’t […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Attorneys' fees, Confidentiality, Delaware cases, Delaware law
Comments Off on Don’t Ask/Don’t Waive Standstills & Attorneys’ Fees in Delaware
Fact and Fiction in Corporate Law and Governance
In a recent article, entitled Fact and Fiction in Corporate Law and Governance, I evaluate two broad elements of corporate governance scholarship—one conceptual and the other methodological. The conceptual element is the “contractarian” framework within which legal academics have analyzed corporate law since the 1980s. My evaluation is not aimed at the characterization of a […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Agency costs, Boards of Directors, G-Index, General governance, Governance indices, Poison pills, Takeover defenses
Comments Off on Fact and Fiction in Corporate Law and Governance
Determinants and Performance of Equity Deferral Choices by Outside Directors
In our paper, Determinants and Trading Performance of Equity Deferral Choices by Corporate Outside Directors, which was recently made publicly available on SSRN, we investigate the determinants and trading performance of outside directors’ “equity deferrals,” which represent the choice to convert part or all of the current cash compensation into deferred company stock. Director equity deferrals […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Boards of Directors, Director compensation, Equity-based compensation, Firm performance, Incentives, Insider trading, Outside directors
Comments Off on Determinants and Performance of Equity Deferral Choices by Outside Directors
SEC Sanctions Adviser, Broker-Dealer and Their Owner Over ETF Trades
The SEC settled claims against a registered investment adviser (the “Adviser”), its affiliated broker-dealer (the “Broker-Dealer”), and the founder, owner, and president of each (the “CEO”) that related to (1) investments in Class A shares of underlying funds made by funds managed by the Adviser (the “Funds”) and (2) commissions paid by the Funds to […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Exchange-traded funds, Investment advisers, Investment Advisers Act, Mutual funds, Private funds, SEC, SEC enforcement, Securities enforcement, Securities fraud
Comments Off on SEC Sanctions Adviser, Broker-Dealer and Their Owner Over ETF Trades
Achieving High Quality Audits to Promote Integrity and Investor Protection
I want to commend the NACD on its mission to “advance exemplary board leadership” with the compelling vision of aspiring to “a world where businesses are sustainable, profitable, and trusted; shareowners believe directors prioritize long-term objectives and add unique value to the company; [and] directors provide effective oversight of the corporation and strive to deliver […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Speeches & Testimony
Tagged Accounting, Audit committee, Audit rotation, Audits, Disclosure, Financial reporting, Investor protection, Oversight, PCAOB
Comments Off on Achieving High Quality Audits to Promote Integrity and Investor Protection
Court of Chancery Reaffirms Validity of Forum Selection Charter Provision
The Delaware Court of Chancery recently determined that forum selection provisions in corporate charters—much like forum selection bylaws—are presumptively valid, and provided guidance on the appropriate procedure to enforce such provisions against a stockholder who files suit in violation of them. Edgen Grp. Inc. v. Genoud, C.A. No. 9055-VCL (Del. Ch. Nov. 5, 2013) (Trans.). […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Charter & bylaws, Delaware cases, Delaware law, Forum selection, Shareholder suits
Comments Off on Court of Chancery Reaffirms Validity of Forum Selection Charter Provision
Regulatory Agencies Re-Propose Risk-Retention Rules for Securitizations
On August 28, 2013, a consortium of U.S. banking, housing and securities regulators (the “Agencies”) [1] re-proposed the joint regulations (the “Re-Proposed Rules”), to implement Section 15G of the Securities Exchange Act of 1934. Section 15G requires the Agencies to prescribe joint regulations to require “any securitizer to retain an economic interest in a portion […]
Click here to read the complete post
Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CLOs, Exchange Act, FDIC, Federal Reserve, Financial regulation, Mortgage lending, OCC, Risk management, SEC, SEC rulemaking, Securities regulation, Securitization, Skin in the game
Comments Off on Regulatory Agencies Re-Propose Risk-Retention Rules for Securitizations
Do Fraudulent Firms Engage in Disclosure Herding?
In our paper, Do Fraudulent Firms Engage in Disclosure Herding?, which was recently made publicly available on SSRN, we present two new hypotheses regarding the strategic qualitative disclosure choices of firms involved in potentially fraudulent activity. First, these firms have incentives to herd with industry peers in order to escape detection. Second, these firms have incentives […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Audits, Corporate fraud, Disclosure, Peer groups, SEC, SEC enforcement
Comments Off on Do Fraudulent Firms Engage in Disclosure Herding?
Court Finds No Breach of Fiduciary Duties in Proxy Contest
In Red Oak Fund, L.P. v. Digirad Corp., the Delaware Court of Chancery held that the Digirad board of directors did not breach its fiduciary duties or create an unfair election process where: (i) preliminary election results that showed the incumbents in the lead were accidentally disclosed to a large stockholder; (ii) certain preliminary proxy […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Boards of Directors, Compliance and disclosure interpretation, Delaware cases, Delaware law, Earnings disclosure, Fiduciary duties, Poison pills, Proxy contests, Proxy voting, Shareholder elections
Comments Off on Court Finds No Breach of Fiduciary Duties in Proxy Contest