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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
Statement Regarding Joint Rule Reproposal Concerning Credit Risk Retention
The Securities and Exchange Commission (“SEC” or “Commission”) today approved a joint rule reproposal to implement Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). [1] I am not able to support the release in the form approved because the reproposal does not contain necessary economic analyses and does not adequately […]
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Posted in Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset-backed securities, Credit risk, Dodd-Frank Act, Exchange Act, Financial regulation, Risk, SEC, SEC rulemaking, Securities regulation, Securitization
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New York Court Upholds Kenneth Cole Going Private Transaction
On September 3, 2013, a New York trial court dismissed a stockholder challenge to a going private transaction in which Kenneth Cole, who held approximately 47% of the Company’s outstanding common stock and controlled 90% of the voting power of Kenneth Cole Productions Inc. (“KCP”), purchased the remaining 53% of the common stock of KCP […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Controlling shareholders, Fiduciary duties, Going private, Merger litigation, Minority shareholders, New York, Special committees, Willkie
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Will Recent Delaware Court Decisions Curb Excessive M&A Litigation?
The Delaware Chancery Court has issued three decisions in 2013 that demonstrate the court’s willingness to rein in the excessive and often frivolous litigation challenging public M&A transactions. Recent trends in shareholder litigation illustrate the magnitude of the litigation issues facing corporations in public M&A transactions. Of the public company acquisition transactions with a value […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Delaware cases, Delaware law, Forum selection, Jurisdiction, Merger litigation, Shareholder suits
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Does the Market for CEO Talent Explain Controversial CEO Pay Practices?
Considerable debate remains among academics and practitioners regarding the economic forces that drive CEO compensation practices in the United States. Some view the market for CEO talent as the main economic force that drives the level and form of CEO compensation (e.g., Rosen, 1992; Gabaix and Landier, 2008). Others argue that these forces have little […]
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Posted in Academic Research, Executive Compensation
Tagged Entrenchment, Executive Compensation, Executive performance, Executive turnover, Management, Pay for performance
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Don’t Run Away from the Evidence: A Reply to Wachtell Lipton
In two recent memoranda by the law firm of Wachtell Lipton (Wachtell), The Bebchuk Syllogism (Syllogism memo) and Current Thoughts about Activism (Current Thoughts memo), the firm’s founder Martin Lipton and several other senior Wachtell lawyers strongly criticize our recent study, The Long-Term Effects of Hedge Fund Activism. Our study empirically disproves the myopic activists […]
Click here to read the complete postAccuracy in Proxy Monitoring
Shareholder activists are meeting now to consider what proposals they will file for the 2014 proxy season and the results are largely in from the 2013 proxy season, with analysis coming from all the different proponent groups, the proxy advisory firms and others interested in what happened this year. Si2’s own report in August showed […]
Click here to read the complete postExecutive Pay Disparity and the Cost of Equity Capital
In our paper, Executive Pay Disparity and the Cost of Equity Capital, forthcoming in the Journal of Financial and Quantitative Analysis, we investigate the association between executive pay disparity and the cost of equity capital. Understanding the association is important because the cost of capital is one of the key considerations for managers in their capital budgeting […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Cost of capital, Entrenchment, Equity capital, Executive Compensation, Executive turnover, Management, Succession
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Agencies Propose Revised Risk Retention Rule
On August 28, 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the U.S. Securities and Exchange Commission, the Federal Housing Finance Agency and the Department of Housing and Urban Development (collectively, Agencies) issued a notice of proposed rulemaking (Proposed Rule) […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Exchange Act, FDIC, Federal Reserve, Financial regulation, OCC, Risk management, SEC, SEC rulemaking, Securities regulation, Securitization, Skin in the game
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Corporate Innovations and Mergers and Acquisitions
It has long been argued that synergies are key drivers of mergers and acquisitions (M&As), and that many M&As occur due to technology reasons. However, there is little direct evidence of whether and how synergies in the technology space drive individual firms’ decisions to participate in M&As, and of how they affect merger outcomes. In […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Innovation, Patents, R&D
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