-
Supported By:
Subscribe or Follow
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
Delaware Court Finds Dissident Director Breached Duty of Loyalty
In an October 1, 2012, ruling in Shocking Technologies, Inc. v. Michael, the Delaware Court of Chancery held that a dissident director breached his fiduciary duty of loyalty by sharing confidential information with a third party and trying to discourage that third party from investing in the company. The court’s post-trial ruling came in spite […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Board communication, Boards of Directors, Delaware cases, Delaware law, Dual-class stock, Duty of loyalty
Comments Off on Delaware Court Finds Dissident Director Breached Duty of Loyalty
Financial Stability Regulation
Editor’s Note: Daniel K. Tarullo is a member of the Board of Governors of the Federal Reserve System. This post is based on Governor Tarullo’s recent remarks at the University of Pennsylvania Law School; the full speech, including footnotes, is available here. The views expressed in this post are those of Governor Tarullo and do […]
Click here to read the complete postControlled Companies in the S&P 1500: Performance and Risk Review
Editor’s Note: The following post comes to us from Sean Quinn, vice president of Institutional Shareholder Services, Inc. This post is based on a report by ISS and the Investor Responsibility Research Center Institute; the full publication is available here. Executive Summary At most U.S. firms, ownership is dispersedly-held and voting power is proportionate to […]
Click here to read the complete postFor Whom Golden Parachutes Shine
Golden parachutes, those packages that reward top executives if their company is acquired, have attracted much attention from investors and public officials for more than two decades. Defenders of golden parachutes believe that they provide executives with incentives to facilitate a sale of their companies. While the evidence confirms this, it indicates that golden parachutes […]
Click here to read the complete post
Posted in Academic Research, HLS Research, Program News & Events
Tagged Acquisitions, Golden parachutes
1 Comment
Guide to Public ADR Offerings in the U.S.
I. Introduction In the United States, the shares of many foreign corporations are traded in the form of American Depositary Shares (“ADSs”) that represent the underlying foreign shares on a share-for-share, partial-share or multiple-share basis. ADSs are usually issued by a U.S. commercial bank (the “Depositary”), which holds the underlying foreign shares directly or through […]
Click here to read the complete postManagerial Overconfidence and Accounting Conservatism
In our paper, Managerial Overconfidence and Accounting Conservatism, forthcoming at the Journal of Accounting Research, we provide evidence on the relation between CEO overconfidence, an important managerial trait, and the aggressiveness of financial reporting. Building on a growing literature in finance which shows that overconfidence can distort investment, financing, and dividend policies, we demonstrate that […]
Click here to read the complete postContributing to the Declassification of 21 S&P 500 Companies: Final Tally of the Results of the ACGI’s 2011 Work
Editor’s Note: Lucian Bebchuk is Professor of Law, Economics and Finance at Harvard Law School, and Scott Hirst is a Lecturer on Law at Harvard Law School; both were affiliated with the American Corporate Governance Institute (ACGI) during the period discussed in this post. Their earlier posts about the work of the ACGI are available […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Program News & Events
Tagged ACGI, Board declassification, Boards of Directors, Florida SBA, Shareholder proposals, Staggered boards
Comments Off on Contributing to the Declassification of 21 S&P 500 Companies: Final Tally of the Results of the ACGI’s 2011 Work
Innovation and Institutional Ownership
In our forthcoming American Economic Review paper, Innovation and Institutional Ownership, we examine the incentives to innovate at the firm level by studying the relationship between innovation and institutional ownership. Innovation is the main engine of growth. But what determines a firm’s ability to innovate? Innovating requires taking risk and forgoing current returns in the hope of future […]
Click here to read the complete postDisclosure of Certain Iran-Related Activities
On August 10, 2012, President Obama signed the Iran Threat Reduction and Syria Human Rights Act of 2012 (ITR Act) into law. Section 219 of the ITR Act (Section 219) requires companies that file public reports with the U.S. Securities and Exchange Commission (SEC) to disclose certain additional information in their annual and quarterly reports, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Disclosure, Financial institutions, Securities regulation
Comments Off on Disclosure of Certain Iran-Related Activities
October 2012 Dodd-Frank Progress Report
This posting, the October 2012 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™, […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CFTC, Dodd-Frank Act, SEC, SEC rulemaking
Comments Off on October 2012 Dodd-Frank Progress Report