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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
Say on Pay So Far – 2013
With the proxy season just getting underway, we thought it might be useful to summarize some initial observations to aid those in the midst of the season’s challenges. Results. According to Institutional Shareholder Services’ (ISS) 2013 Say on Pay Snapshot released April 8, 2013, ISS has recommended against 10 percent of issuers so far this […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Institutional Investors, ISS, Proxy season, Say on pay
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Financial Literacy, Investor Protection, and Public Service at the SEC
What I’d like to talk about this evening is something that isn’t always recognized in day-to-day discussion of business and government and their interaction. That is, the importance of the public sector and those who work in the public sector, like my many dedicated colleagues, to the health of our markets and to a flourishing […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Investor protection, SEC, Securities regulation
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Inside Debt and Mergers and Acquisitions
In my paper Inside Debt and Mergers and Acquisitions, forthcoming in the Journal of Financial and Quantitative Analysis, I examine the link between CEO inside debt holdings and corporate risk-taking in M&A activities and its implications for bondholder, shareholder, and firm value. M&As are among the largest and most readily observable forms of corporate investment, […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Mergers & Acquisitions
Tagged Debt-equity ratio, Executive Compensation, Incentives, Inside debt, Leverage, Management, Risk-taking
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Citizens DisUnited
My newest book, Citizens DisUnited: Passive Investors, Drone CEOs and the Corporate Capture of the American Dream, has been in the works for the last year, and is really the culmination of thirty years of work in corporate governance, activism and government. It was prompted by frustrations and failures, in many ways. But it was […]
Click here to read the complete postCross Border Mergers & Acquisitions: Anti-Corruption Issues
Cross-border mergers and acquisitions can provide tremendous business opportunities for companies looking to expand globally. Reduced labor and operational costs, new technology and vast new markets for existing products are just some of the benefits companies look to take advantage of when considering entering new geographical areas. However, in analyzing cross-border deals M&A professionals must […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Anti-corruption, Cross-border transactions, DOJ, Due diligence, FCPA, International governance, SEC
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Measuring the Effectiveness of Public Policy Towards Venture Capital
A recent book by Josh Lerner and a recent article in the Journal of Public Economics has asserted that government venture capital programs in Europe have displaced or crowded out private venture capital. The result of work such as this has been to place pressure on government bodies around the world to remove or replace […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Private Equity
Tagged Europe, Innovation, International governance, Private equity, Public finance, Venture capital firms
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Responding to Objections to Shining Light on Corporate Political Spending (2): Claims of Special Interest Influence
The SEC is expected to consider a rulemaking petition requesting that the SEC develop rules requiring that public companies disclose their spending on politics. The petition has received significant support—including more than 490,000 comment letters urging the SEC to act as advocated by the petition—but has also attracted opponents, including prominent members of Congress. The […]
Click here to read the complete postFederal Court Dismisses Delaware Law Compensation Disclosure Claim
We have previously discussed a wave of “say-on-pay” lawsuits focused on allegedly inadequate proxy disclosures (in a memo, article, and memo). At least six courts (four state and two federal) have denied requests for injunctive relief against say-on-pay votes. Now, a federal court that had already denied preliminary injunctive relief has dismissed the complaint with […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Court Cases, Executive Compensation, Practitioner Publications
Tagged Delaware law, Executive Compensation, Proxy disclosure, Regulation S-K, Say on pay, U.S. federal courts
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Significant Proposed Amendments to DGCL in 2013
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) and related sections of title 8 of the Delaware Code has been submitted to the Corporation Law Section of the Delaware State Bar Association for approval. If the amendments become effective, they would result in several significant changes to the […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Delaware cases, Delaware law, DGCL
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Wachtell Lipton Was Wrong About the Shareholder Rights Project
In a memorandum issued recently by the law firm Wachtell, Lipton, Rosen & Katz (WLRK), WLRK co-founder Martin Lipton criticized me for supporting shareholder activism that allegedly has detrimental effects in the long term. The memorandum followed two earlier, strongly-worded WLRK memoranda signed by Lipton and several other prominent corporate partners at the firm, titled […]
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