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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Bebchuk, Cohen, and Wang Win the 2013 IRRCi Academic Award for “Learning and the Disappearing Association between Governance and Returns”
In an award ceremony held in New York City on Tuesday, the Investor Responsibility Research Center Institute (IRRCi) announced the winners of its the 2013 prize competition. The academic award, coming with a $10,000 award prize, went to HLS professor Lucian Bebchuk, HLS Senior Fellow and Tel-Aviv University Professor Alma Cohen, and HBS professor Charles […]
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Posted in Academic Research, HLS Research, Program News & Events
Tagged Analyst forecasts, Behavioral finance, Corporate governance, Earnings announcements, Entrenchment, Governance indices, Investor Responsibility Research Center Institute, Learning, Market efficiency, Shareholder rights, Stock analysts
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Court of Chancery Upholds Forum-Selection Bylaws Under the DGCL
The Court of Chancery has rejected statutory and contractual challenges to forum-selection bylaws adopted unilaterally by the boards of directors of Chevron Corporation and FedEx Corporation. In an opinion deciding motions for partial judgment on the pleadings in Boilermakers Local 154 Retirement Fund, et al. v. Chevron Corp., et al., C.A. No. 7220-CS, and Iclub […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, DGCL, Forum selection, Shareholder rights
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Innovation, Reallocation, and Growth
In our paper, Innovation, Reallocation, and Growth, which was recently made publicly available on SSRN, we build a micro-founded model of firm innovation and growth, enabling us an examination of the forces jointly driving innovation, productivity growth and reallocation. In the second part of our paper, we estimate the parameters of the model using simulated […]
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Posted in Academic Research
Tagged Growth rates, Innovation, R&D, Taxation
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CEO-Board Chair Separation: If It Ain’t Broke, Don’t Fix It
One of the most contentious corporate governance issues for boards of directors is board leadership, and specifically whether sitting CEOs should also serve as board chairs. This report examines three types of CEO-board chair separation and their consequences on company performance. To date, research on CEO-chair separation has yielded only one overarching conclusion: a CEO […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board independence, Boards of Directors, Management, Non-executive chairman, The Conference Board
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Responding to Objections to Shining Light on Corporate Political Spending (7): Claims About the Costs of Disclosure
The Securities and Exchange Commission is currently considering a rulemaking petition urging the Commission to develop rules requiring public companies to disclose their political spending. In our first six posts in this series (collected here), we examined six objections raised by opponents of such rules and explained why these objections provide no basis for opposing […]
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Posted in Academic Research, HLS Research, Program News & Events, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, Shining Light on Corporate Political Spending, Transparency
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Is Your Board Governing Itself Effectively?
Never before has the role of board members been so important to organizations and investors. With many boards stretched beyond capacity trying to meet stakeholder needs and compliance requirements, board members must provide strategic leadership, stewardship, and governance. Effective governance requires a proactive, focused state of mind on the part of directors, the CEO, and […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board evaluation, Board performance, Boards of Directors, General governance, Oversight
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Trading Plan Storm Clouds Move to the Boardroom
The revived scrutiny of Rule 10b5-1 trading plans that began late last year has now expanded to the trading activities of corporate board members and affiliated large investors. Some recent press coverage has asserted that directors’ and investors’ use of 10b5-1 trading plans is “exotic” or beyond the intended scope of the rule—despite the fact […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Compliance & ethics, Insider trading, Rule 10b-5-1, SEC, Securities regulation
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SEC Unanimously Votes to Propose Money Market Funds Reforms
On June 5, 2013, the SEC voted unanimously to propose alternatives for amending rules that govern money market mutual funds under the Investment Company Act of 1940. Two alternative reforms to rule 2a-7 under the Investment Company Act of 1940 could be adopted separately or combined into a single reform package: Alternative One: Floating Net […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Investment Company Act, Liquidity, Money market funds, Mutual funds, SEC, SEC rulemaking, Securities regulation, Stress tests, Systemic risk
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Custom (Go-)Shopping
The Delaware courts have often repeated the bedrock principle that there is no one path or blueprint for the board of a target company to fulfill its Revlon duties of seeking the highest value reasonably available in a sale transaction. The courts have usually deferred to the judgment of the directors as to whether the […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Go-shop, Merger litigation
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Impact Investment: Sovereign Wealth Funds, Corporate Governance and Stock Markets
In the light of the ever-dwindling resources that will be addressed by our future generation, impact investors invest in accordance with ethical and environmental principles, going beyond financial performance. In particular, Sovereign Wealth Funds invest in assets worldwide in accordance with ethical and environmental principles and significantly influence the investment sphere and how enterprises are managed. In the last […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation
Tagged Corporate Social Responsibility, Disclosure, Environmental disclosure, EU, Europe, Institutional Investors, OECD, Public firms, Shareholder value, Sovereign Wealth Funds
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