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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Most Influential People in Finance
Professor Lucian Bebchuk has been named as one of the 100 most influential people in finance by Treasury & Risk magazine. The list prepared by the magazine puts together individuals who had significant impact on the world of finance this year. Individuals on the list include Federal Reserve Board chairman Ben Bernanke, Berkshire Hathaway CEO […]
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Posted in Program News & Events
Tagged Most Influential People in Finance, Treasury & Risk
1 Comment
Proxy Access Proposals: Review of 2012 Results and Outlook for 2013
Pursuant to SEC rule changes that took effect in September 2011, shareholders are now permitted to submit and vote on “proxy access proposals” – that is, proposals to give shareholders the right to include director nominees in the company’s proxy materials. Over 20 such shareholder proposals (half of which were binding) were submitted during the […]
Click here to read the complete postShould the SEC Tighten its 13(d) Rules?
Editor’s Note: Lucian Bebchuk is Professor of Law, Economics, and Finance at Harvard Law School. Robert J. Jackson, Jr. is Associate Professor of Law at Columbia Law School. The upcoming issue of the Harvard Business Law Review will feature our article The Law and Economics of Blockholder Disclosure. The article is available here, and PowerPoint […]
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Posted in HLS Research, Securities Regulation
Tagged Blockholders, Hedge funds, Schedule 13D, SEC, Shareholder activism
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Corporate Law and the Team Production Problem
In the paper, Corporate Law and the Team Production Problem, which was recently made publicly available on SSRN, I discuss an alternative framework to the principal-agent model for understanding corporate law. For much of the last three decades, the dominant perspective in corporate law scholarship and policy debates about corporate governance has adopted the view […]
Click here to read the complete postThe Shareholder Value Myth
Shareholder-value thinking dominates the business world today. Professors, policymakers, and business leaders routinely chant the mantras that public companies “belong” to their shareholders; that the proper goal of corporate governance is to maximize shareholder wealth; and that shareholder wealth is best measured by share price (meaning share price today, not share price next year or […]
Click here to read the complete postFiduciary Duties to 401(k) Plans
On March 31, 2012, the U.S. District Court for the Western District of Missouri awarded plaintiffs more than $35 million in a class action suit over certain breaches of duty related to 401(k) plan expenses. The case was brought on behalf of participants in two 401(k) plans sponsored by a major manufacturer of power and […]
Click here to read the complete postCEO Preferences and Acquisitions
In our recent NBER working paper, CEO Preferences and Acquisitions, we test whether target CEOs’ retirement preferences affect the incidence, the pricing, and the outcomes of takeover bids. If mergers force target CEOs to retire early, then the CEOs’ private merger costs are the forgone benefits of staying employed until the planned retirement date. Though […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Bidders, Executive turnover, Takeovers, Target firms
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The Relevance of Audits and the Needs of Investors
Editor’s Note: James R. Doty is chairman of the Public Company Accounting Oversight Board. This post is based on Chairman Doty’s remarks before the USC Leventhal School of Accounting 31st Annual SEC and Financial Reporting Institute Conference, which are available (including footnotes) here. The views expressed in the post are those of Chairman Doty and […]
Click here to read the complete postVoting Decisions at US Mutual Funds: How Investors Really Use Proxy Advisers
The balance of power among shareholders, management, and boards of directors has been a subject of debate for many years. One area of intense focus has been how institutional shareholders exercise their proxy votes, which Mary Schapiro, Chairman of the US Securities and Exchange Commission (SEC), described as “often the principal means for shareholders and […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Institutional Investors, Mutual funds, Proxy advisors, Tapestry
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Lessons from the AOL Proxy Fight
AOL’s shareholders delivered a resounding victory recently to the Company’s management and board in re-electing the full slate of incumbent director nominees — over ISS recommended dissident directors nominated by activist hedge fund Starboard Value LP. The victory represents a clear and powerful message that a well-developed and well-articulated business strategy for long-term success will […]
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