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HLS Faculty & Senior Fellows
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
Checklist for Successful Acquisitions in the U.S.
More than 40% of global M&A in 2012 involved acquirors and targets in different countries, including $170 billion of acquisitions in the U.S. by non-U.S. acquirors. Given the continuing accumulation of U.S. Dollars in emerging economies, many expect the trend to continue as Dollars are re-invested in the U.S. Natural resources will continue to be […]
Click here to read the complete post2012 Year-End Securities Enforcement Update
In many respects, 2012 was another year of aggressive SEC enforcement. The SEC’s Division of Enforcement again logged a near record number of enforcement actions. More important, the cases reflected a marked increase in the number and proportion of actions against registered investment advisers and broker-dealers, and their associated persons. This increased focus derives from […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Broker-dealers, Financial reporting, Insider trading, Investment advisers, Public firms, SEC, Securities enforcement, Securities litigation
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“Don’t Ask, Don’t Waive Standstills” Revisited (Rapidly)
In a second Chancery transcript ruling on the subject in recent weeks, Chancellor Leo E. Strine, Jr. has made clear that Delaware has no per se rule against “Don’t Ask, Don’t Waive” standstill provisions (which prohibit a party subject to a standstill, including a losing bidder in an auction, from requesting a waiver from its […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Auctions, Bidders, Delaware cases, Delaware law, Standstill agreement, Target firms
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Corporate Governance and Value Creation
In the paper, Corporate Governance and Value Creation: Evidence from Private Equity, forthcoming in the Review of Financial Studies, my co-authors (Oliver Gottschalg, Moritz Hahn, and Conor Kehoe) and I attempt to bridge two strands of literature concerning PE, the first of which analyzes the operating performance of acquired companies, and the second that analyzes […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Buyouts, Leverage, Ownership, Private equity
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2012 Annual Corporate Governance Review
The Rise of Engagement in the 2012 Proxy Season For many years Georgeson’s Annual Corporate Governance Review has promoted the concept of engagement between public companies and their institutional investors. While Georgeson has noticed increased engagement, the nature of the engagement has generally been incremental and devoted to specific governance and compensation issues from year […]
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Posted in Institutional Investors, Practitioner Publications, Program News & Events
Tagged General governance, Georgeson, Institutional Investors, Proxy season, Public firms, Shareholder communications, Shareholder Rights Project
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Putting Stockholders First, Not the First-Filed Complaint
The prevalence of settlements in class and derivative litigation challenging mergers and acquisitions in which the only payment is to plaintiffs’ attorneys suggests potential systemic dysfunction arising from the increased frequency of parallel litigation in multiple state courts. After examining possible explanations for that dysfunction, and the historical development of doctrines limiting parallel state court […]
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Posted in Academic Research, Court Cases, HLS Research, Mergers & Acquisitions
Tagged Choice of Law, Class actions, Derivative suits, Forum selection, Incorporations, Shareholder suits
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January 2013 Davis Polk Dodd-Frank Progress Report
This posting, the January 2013 Davis Polk Dodd-Frank Progress Report, is one in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Federal Reserve, Financial institutions, Foreign banks, SEC, Securities regulation
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Matching Directors with Firms
Although the structure of the board of directors has been the topic of considerable debate and academic research over the past two decades, much of this prior literature focuses on aggregate measures of board composition such as board size or the fraction of independent outside directors. More recent studies recognize that directors with differing backgrounds […]
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Posted in Academic Research, Boards of Directors
Tagged Board composition, Boards of Directors, Spinoffs
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Italy Introduces a Financial Transaction Tax as of 2013
On December 21, 2012, the Italian Parliament approved the budget law for 2013 (the “Budget Law”) contemplating, among other things, the introduction of a new tax applicable to certain financial transactions (the “Financial Transaction Tax” or “FTT”). While the Budget Law includes an articulate regime of the FTT, ”some of its features will be set […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Derivatives, Financial institutions, Financial regulation, Securities regulation, Taxation, Transaction tax
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Business Ethics in Emerging Markets and Investors’ Expectations Standards
Ethics is in origin the art of recommending to others the sacrifices required for cooperation with oneself.” Bertrand Russell Since the publication of its Statement and Guidance on Anti-Corruption Practices in 2009, the ICGN has actively advocated the fight against bribery and corruption as a fundamental component of the corporate governance agenda. The Statement and […]
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