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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
Communicating Private Information to the Equity Market before a Dividend Cut
How should firms communicate with the capital market in advance of corporate events? If firm insiders receive some private information that their firm may perform poorly in the near future, should they inform investors about this adverse information as soon as possible, or should they wait to release this information? Further, is the manner of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Dividends, Inside information, Market reaction, Signaling, Stock returns
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SEC and Revlon Settle Allegations of Deceptive Acts
On June 13, 2013, the Securities and Exchange Commission (SEC) announced that it had reached a settlement with Revlon, Inc. (Revlon) regarding allegations that Revlon deceived minority shareholders in connection with a 2009 “going private” transaction. [1] Under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder issuers are prohibited from […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate fraud, Disclosure, Going private, Minority shareholders, SEC, SEC enforcement, Securities litigation
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CEO Compensation and Fair Value Accounting
In our paper, CEO Compensation and Fair Value Accounting: Evidence from Purchase Price Allocation, forthcoming in the Journal of Accounting Research, we investigate the influence of bonus intensity (i.e., the relative importance of bonus in CEO pay) and alternative accounting performance measures used in bonus plans on the allocation of purchase price post acquisitions. Upon […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Accounting, Bonuses, Executive Compensation, Fair values, Incentives, Management, Performance measures
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Facilitating General Solicitation at the Expense of Investors
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s statement at a recent open meeting of the SEC; the full text, including footnotes, is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect […]
Click here to read the complete postBe 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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