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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
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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Determinants of Corporate Cash Policy
In our paper, Determinants of Corporate Cash Policy: Insights from Private Firms, forthcoming in the Journal of Financial Economics, we exploit a database of private firms to help understand public firms’ cash policies. It is worth noting that the cash policy of private firms in itself is of great interest to financial economists due to […]
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Posted in Academic Research
Tagged Agency costs, Cash flows, General governance, Private firms, Public firms
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Delaware Court Ruling Raises Questions About Informal NYSE Interpretations
Louisiana Municipal Police Employees Retirement System v. Bergstein [1] concerns a $120 million equity grant to the Chief Executive Officer of Simon Property Group, Inc. (“SPG”) and a related amendment to SPG’s stock incentive plan that was required to make the grant. The shareholder plaintiff alleges that the board of directors’ amendment of the plan […]
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Posted in Corporate Elections & Voting, Court Cases, Executive Compensation, Practitioner Publications
Tagged Delaware cases, Delaware law, Equity-based compensation, Executive Compensation, Management, NYSE, Shareholder voting
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Piercing the Corporate Veil
Editor’s Note: The following post comes to us from Michael Hutchinson, partner at Mayer Brown LLP, and is based on a legal update by Mr. Hutchinson and Martin Mankabady. The Supreme Court’s decision in the case of Petrodel v Prest, handed down June 12, 2013, marks a crucial shift in the extent to which the […]
Click here to read the complete postExploring Uncharted Territories of the Hedge Fund Industry
It is virtually impossible to obtain accurate historical data on the entire universe of hedge funds. In our paper, Exploring Uncharted Territories of the Hedge Fund Industry: Empirical Characteristics of Mega Hedge Fund Firms, forthcoming in the Journal of Financial Economics, we identify previously unexplored data sources whereby collecting data on fewer than four hundred […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Asset management, Financial reporting, Hedge funds, Private equity
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The Future in Law and Finance
Traditionally, law and finance has been concerned with investor protection. That would be enough if the future were predictable. However, because the future is in fact uncertain and unpredictable, the prices of financial assets are flawed and in the short run they may result in serious mistakes, if not widespread crises. Although these mistakes are […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Basel Committee, Central banking, Financial crisis, Financial institutions, Financial regulation, Risk assessment, Risk management, Shadow banking
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