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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
Harpooning the London Whale is no Substitute for Reform
Editor’s Note: Mark Roe is the David Berg Professor of Law at Harvard Law School, where he teaches bankruptcy and corporate law. This post is based on an op-ed by Professor Roe that was published today in The Financial Times, which can be found here. And so the drama moves on to a courtroom. Two prime traders […]
Click here to read the complete postManagerial Incentives and Management Forecast Precision
In our paper, Managerial Incentives and Management Forecast Precision, forthcoming in The Accounting Review, we focus on one important characteristic of management forecasts—forecast precision—and examine how managerial incentives affect the choice of forecast precision. We choose to focus on forecast precision (or specificity, as it is sometimes referred to in the literature) for two reasons. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Forecasting, Incentives, Inside information, Insider trading, Management
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DGCL Amended to Authorize Public Benefit Corporations
Beginning on August 1, 2013, the Delaware General Corporation Law will authorize the formation of public benefit corporations. The new provisions will allow entrepreneurs and investors to create for-profit Delaware corporations that are charged with promoting public benefits. These provisions modify the fiduciary duties of directors of PBCs by requiring them to balance such benefits […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Benefit corporation, Delaware law, Delaware legislation, DGCL, General governance, Incorporations, Public benefit corporations, Public firms, Public interest
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The Effect of Delaware Doctrine on Freezeout Structure and Outcomes
Historically, buyouts by controlling shareholders (also known as “going-private transactions,” “squeeze-outs,” and hereinafter “freezeouts”) were subject to different standards of judicial scrutiny under Delaware corporate law based on the transactional form used by the controlling shareholder to execute the deal. In a line of cases dating back at least to the Delaware Supreme Court’s 1994 […]
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Posted in Academic Research, Court Cases, Empirical Research, HLS Research, Mergers & Acquisitions
Tagged Controlling shareholders, Delaware articles, Delaware cases, Delaware law, Fairness review, Freezeouts, Going private, Minority shareholders, Tender offer
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The Role of the Media in Corporate Governance
In an open capital market economy, guided by market signals, firms (and their managers) play an important role in the allocation of capital. Zingales (2000) proposes that the media may also play a role, perhaps positive, perhaps negative, in guiding firms (and their managers) in making capital allocation decisions. Dyck and Zingales (2002) develop this […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Capital allocation, Management, Market reaction, Merger announcements, Public perception
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Court: Private Equity Funds Potentially Liable for Portfolio Company Pensions
In December 2012, we published an Alert after a Federal District Court concluded that: (1) a private equity fund was not a “trade or business” for purposes of determining whether the fund could be liable under the Employee Retirement Income Security Act of 1974 (“ERISA”) for the pension obligations of one of its portfolio companies […]
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Posted in Court Cases, Practitioner Publications, Private Equity
Tagged Corporate liability, ERISA, Ownership, Pension funds, Private equity, U.S. federal courts
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“Pay for Investment”: Looking to the Long Term
Today’s post considers what might be done in the design of executive pay to encourage commitment by executives to the longer-term interests of their employers. A very interesting examination into design features in an incentive program that puts emphasis on long-term considerations of executive pay is contained in the proxy statement for Goldman Sachs. (Elements […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Executive performance, Goldman Sachs, Incentives, Long-Term value, Management, Pay for performance
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Risk Oversight; Effective Board and Committee Leadership
Board oversight of risk and effective board and committee leadership are high priorities for virtually every board of directors. While success in these matters has always been essential to maintaining a high-performing board, how boards approach the risk oversight function and seek to maximize board and committee leadership continues to evolve. Strategic risks can threaten […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board leadership, Board turnover, Boards of Directors, Lead directors, Oversight, Risk, Risk disclosure, Risk oversight, Succession
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ISS Releases Survey for 2014 Policy Updates
Institutional Shareholder Services (“ISS”), the most influential proxy advisory firm, today launched its annual global policy survey. Each year, ISS solicits comments in connection with its review of its proxy voting policies. At the end of this process, in November 2013, ISS will announce its updated proxy voting policies applicable to 2014 shareholders’ meetings. Results […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, ISS, Proxy advisors, Proxy season, Proxy voting, Surveys
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