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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
Board Evaluation – A Window into the Boardroom
Board behavior and effectiveness are becoming increasingly visible to investors and other stakeholders. In the past few years, the European Commission has reinforced its focus on the corporate governance matters, issuing several rules and guidelines in this regard. Most of these raise, among other aspects, the issue of increased board responsibility in the corporate governance […]
Click here to read the complete postForthcoming Changes to UK’s City Code on Takeovers and Mergers
This post provides a brief summary of recent updates to the UK’s City Code on Takeovers and Mergers (the “Code”), the primary rule book governing the regulation of takeovers in the UK, and in particular those relating to the categories of companies that are subject to the Code, as well as certain issues affecting the […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged International governance, Takeovers, UK, UK Takeover Code
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Identifying the Valuation Effects and Agency Costs of Corporate Diversification
In our paper, Identifying the Valuation Effects and Agency Costs of Corporate Diversification: Evidence from the Geographic Diversification of U.S. Banks, forthcoming in the Review of Financial Studies, we develop and implement two new approaches for identifying the causal impact of the geographic diversification of bank holding company (BHC) assets on their market valuations. Although […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research
Tagged Agency costs, Agency model, Banks, Deregulation, Diversification
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From Vigilance to Vision
Directors receive a continuous stream of information and try to be vigilant in order to discern from the mix of background and foreground company data those dissonant notes, those underappreciated inputs, those gaps in analysis. They listen to identify the things that don’t add up. But it’s getting harder to detect those subtle yet critical […]
Click here to read the complete postFederal Reserve Board Governor Tarullo Outlines Potential Regulatory Initiatives
On May 3, 2013, Federal Reserve Board Governor Daniel Tarullo delivered a speech outlining potential regulatory initiatives before the Peterson Institute for International Economics in Washington, D.C. In this speech, entitled “Evaluating Progress in Regulatory Reforms to Promote Financial Stability,” Governor Tarullo acknowledged that substantial progress has been made in achieving financial regulatory reform, but […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials
Tagged Basel Committee, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial reform, Financial regulation, Liquidity, Systemic risk
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Harvard Convenes the M&A Roundtable
The Harvard Law School Program on Corporate Governance convened its Mergers & Acquisitions Roundtable last Wednesday, May 22. The M&A Roundtable brought leading experts in the M&A field from the judiciary, legal practice, the academy, investment banking, proxy advising and soliciting, and the investor community. The topics of discussion and participants in the event are […]
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Posted in Mergers & Acquisitions, Program News & Events
Tagged Program on Corporate Governance
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Delaware Court Declines to Enjoin Merger Vote, Affirming Single-Bidder Strategy
In In re Plains Exploration & Production Co. S’holder Litig., the Delaware Court of Chancery denied the plaintiffs’ request to enjoin a merger between Plains Exploration & Production Company and Freeport-McMoran Copper & Gold even though the Plains board of directors (1) did not shop Plains before agreeing to be acquired by Freeport for a […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bidders, Boards of Directors, Cash flows, Delaware cases, Delaware law, Merger litigation, Proxy disclosure
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NY State Department of Financial Services at the One-Year Mark
Since the New York State Department of Financial Services (“DFS”) began operations in late 2011, the agency appears to have lived up to its billing as an activist regulator of insurers and financial institutions. DFS has taken on several novel issues and will likely continue to do so. Insurers and financial institutions doing business in […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Private Equity
Tagged Financial institutions, Financial regulation, Insurance, Private equity, Regulators
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Sponsor-Backed Going Private Transactions
Research Methodology Weil surveyed 40 sponsor-backed going private transactions announced from January 1, 2012 through December 31, 2012 with a transaction value (i.e., enterprise value) of at least $100 million (excluding target companies that were real estate investment trusts). For United States transactions to be included in the survey, the transaction must have closed or […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Break fees, Go-shop, Going private, Private equity, Target firms
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Manager-Shareholder Alignment, Shareholder Dividend Tax Policy, and Corporate Tax Avoidance
In our paper, Manager-Shareholder Alignment, Shareholder Dividend Tax Policy, and Corporate Tax Avoidance, which was recently made publicly available on SSRN, we move away from equity compensation as a measure of manager-shareholder alignment and exploit a unique setting exogenous to the firm to assess the effect of manager-shareholder alignment on corporate tax avoidance. Our setting […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Cash flows, Dividends, Management, Shareholder value, Tax avoidance, Taxation
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