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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Incentive Schemes for Nominees of Activist Investors
Golden leashes – compensation arrangements between activists and their nominees to target boards – have emerged as the latest advance (or atrocity, depending on your point of view) in the long running battle between activists and defenders of the long-term investor faith. Just exactly what are we worried about? With average holding periods for U.S. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Director compensation, Hedge funds, Incentives, Long-Term value, Risk-taking, Shareholder activism, Shareholder value, Short-termism
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Corporate Funding: Who Finances Externally?
In our paper, Corporate Funding: Who Finances Externally?, which was recently made publicly available on SSRN, we provide new information on security issues and external financing ratios derived from annual cash flow statements of publicly traded industrial companies over the past quarter-century. Our use of cash flow statements permits us to differentiate between competing forms […]
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Posted in Academic Research, Empirical Research
Tagged Bonds, Capital structure, Cash flows, Corporate debt, Debt, External financing, Leverage
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The Role of Governments and Proxy Advisory Firms in Corporate Governance
I am delighted to be able to participate in this conference, and especially proud as an Irish-American that it is being held in conjunction with Ireland’s Presidency of the Council of the European Union. This conference is particularly valuable because it provides a forum for executives, directors, investors, and policy makers to have a frank […]
Click here to read the complete postDelaware Court of Chancery Criticizes Board’s Sale Process
In Koehler v. NetSpend Holdings Inc., the Delaware Court of Chancery found that the directors of NetSpend likely breached their Revlon duty to obtain the highest price reasonably available for stockholders by pursuing a single-bidder strategy for selling the company. The board’s lack of knowledge as to the company’s value and related failure to contact […]
Click here to read the complete postHardwired Conflicts: Big Bang Protocol, Libor and Paradox of Private Ordering
The working paper, Hardwired Conflicts: The Big Bang Protocol, Libor and the Paradox of Private Ordering, examines the darker side of the private market structures at the heart of the global financial system. Imagine we allowed referees to place bets on the sporting events they officiated. On one level, this would almost certainly offend our […]
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Posted in Academic Research, Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation
Tagged Conflicts of interest, Credit default swaps, Financial regulation, International governance, ISDA, LIBOR, Private ordering, Swaps
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Responding to Objections to Shining Light on Corporate Political Spending (6): The Claim that Disclosure Rules are Prohibited by the Constitution
The Securities and Exchange Commission is currently considering a rulemaking petition that we filed along with eight other corporate and securities law professors asking the Commission to develop rules requiring that public companies disclose their spending on politics. In our first five posts in this series (collected here), we examined five objections raised by opponents […]
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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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Say Pays! Shareholder Voice and Firm Performance
In our paper, Say Pays! Shareholder Voice and Firm Performance, which was recently made publicly available on SSRN, we estimate the effect of increasing shareholder “voice” in corporations through a new governance rule that provides shareholders with a regular vote on pay: Say on Pay. Say on Pay policy is an important governance change mandated […]
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Posted in Academic Research, Corporate Elections & Voting, Executive Compensation
Tagged Agency costs, Executive Compensation, Firm performance, Management, Say on pay, Shareholder meetings, Shareholder voting
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Corporate Director Selection and Recruitment: A Matrix
Achieving optimal board composition and succession planning requires an articulated and clearly communicated enterprise strategy. The ideal mix of director skills and experience depends on a number of company-specific factors. This report provides a matrix that nominating committees and boards can use to help define their needs and to provoke discussion about how to improve […]
Click here to read the complete postCross-Border at the Crossroads: The SEC’s “Middle Ground”
I’d like to describe the Commission’s recent set of proposals on the cross-border regulation of derivatives. First, though, I’ll describe the state of play among international regulators, both in developing their derivatives regimes and in grappling with the thorny cross-border aspects of derivatives trading. Status of International Regulatory Efforts Countries are at various stages of […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Clearing houses, Cross-border transactions, Derivatives, Dodd-Frank Act, International governance, Regulators, SEC, Securities regulation, Swaps, Swaps entities
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The Circuits Split on Securities Act Pleading Standards
Last week, the United States Court of Appeals for the Sixth Circuit held that a claim alleging a false statement of opinion or belief in a registration statement may proceed under Section 11 of the Securities Act notwithstanding the absence of allegations showing that the defendants did not actually hold the opinion or believe the […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Pleading standards, Registration statements, Securities Act, Securities litigation
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