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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Be Wary of the Path to the Business Judgment Rule
Chancellor Leo Strine’s opinion in In re MFW Shareholders Litigation (Del Ch. May 29, 2013) marks the culmination of an effort by the Chancellor, going back to his lengthy dicta in In re Cox Communications Shareholders Litigation (Del Ch. 2005), to arrive at a more unified standard for review of buy-outs of a company’s public […]
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Posted in Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Buyouts, Delaware cases, Delaware law, Fairness review, Minority shareholders, Public float, Shareholder voting
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Externalities of Public Firm Presence
In our paper, Externalities of Public Firm Presence: Evidence from Private Firms’ Investment Decisions, forthcoming in the Journal of Financial Economics, we examine whether greater public firm presence in an industry can increase the responsiveness of firms’ investment to investment opportunities by enriching the industry’s information environment, thereby reducing uncertainty. The intuition is that as […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Accounting, Disclosure, Efficiency, Private firms, Public firms
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The Shareholder Rights Project’s Mid-Year Update
Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is the SRP’s Counsel. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded […]
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Posted in Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged Classified boards, Florida SBA, Institutional Investors, Los Angeles County Employees Retirement Association, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, PRIM, School Employees Retirement System of Ohio, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Corporate Governance in the Shadow of the State
Over recent decades, corporate governance has become an increasingly high profile aspect of legal scholarship and practice. But despite this widespread interest, there remains considerable uncertainty about how exactly corporate governance should be defined or understood. Of particular concern is whether corporate governance is most appropriately understood as an aspect of ‘private’ (facilitative) law, or […]
Click here to read the complete postDelaware Court Allows Challenge to Venture Capital Preferred Financings
Editor’s Note: Allen M. Terrell, Jr. is a director at Richards, Layton & Finger. This post is based on a Richards, Layton & Finger publication, and is part of the Delaware law series, which is co-sponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. In Carsanaro […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Fiduciary duties, Incentives, Management, Venture capital firms
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Delaware Court Addresses Revlon Duties in Single-Bidder Sale-of-Control Transaction
The Delaware Court of Chancery recently addressed on two separate occasions—in In re Plains Exploration & Production Co. Stockholder Litigation [1] and Koehler v. NetSpend Holdings, Inc. [2]—whether a board of directors satisfied its Revlon duties in connection with a sale-of-control transaction involving negotiations with a single bidder. In both cases, the court found that […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, Change in control, Deal protection, Delaware cases, Delaware law, Fiduciary duties, In re Revlon, Shareholder value
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Tension in Directors’ Views of Corporate Board Diversity
Corporate boards lack significant race and gender diversity. The numbers have improved over the years, but have moved relatively little in the last ten years. The percentage of board seats held by women in Fortune 100 companies increased from 14.9% in 2004 to 15.5% in 2010, while the percentage of board seats held by minorities […]
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Posted in Academic Research, Boards of Directors
Tagged Board composition, Boards of Directors, Diversity
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The New York Times on the Shareholder Rights Project
The New York Times published on Sunday an article on the work of the Shareholder Rights Project (SRP). The article, entitled New Momentum for Change in Corporate Board Elections, was written by New York Times columnist Gretchen Morgenson. Based on a review of the SRP’s results and interviews with the SRP’s clients and the Director […]
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Posted in Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors, Program News & Events
Tagged Classified boards, Florida SBA, ISBI, Shareholder activism, Shareholder proposals, Shareholder Rights Project, Staggered boards
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The Unintended Consequences of Say on Pay Votes
Editor’s Note: Ira Kay is a Managing Partner at Pay Governance LLC. This post is based on a Pay Governance memorandum by Mr. Kay and John Sinkular. The confluence of Say on Pay (SOP) votes and heightened scrutiny plus the influence of proxy advisory firms (particularly ISS) are having a major unintended consequence—the movement to […]
Click here to read the complete postEvidence of CEO Adaptability to Industry Shocks
Prior turnover literature documents various signals of poor performance, such as stock returns and earnings, that lead a board of directors to terminate the CEO, but does not explore the underlying causes of the CEO’s poor performance. In many cases, terminated CEOs have been successful earlier in their tenure as CEO. At some point, however, […]
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Posted in Academic Research
Tagged Boards of Directors, Entrenchment, Executive performance, Executive turnover, Management, Shocks, Termination
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