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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
- 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
CEO 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 […]
Click here to read the complete postConflicting Family Values in Mutual Fund Families
A major reason for the existence of conglomerates or business groups is to create internal capital markets to promote the efficiency of the group. One of many efficiency measures that internal capital markets can offer is an insurance pool, which provides temporary liquidity to the members of the group in the event of adverse shocks. […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Securities Regulation
Tagged Business groups, Capital markets, Conflicts of interest, Fiduciary duties, Mutual funds
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Enhancing Bank Supervision and Reducing Systemic Risk
Editor’s Note: Martin Gruenberg is acting chairman of the Federal Deposit Insurance Corporation. This post is based on Chairman Gruenberg’s testimony before the Senate Committee on Banking, Housing, and Urban Affairs, available here. Implementation of the Dodd-Frank Act: Measures to Address Systemic Risk The economic dislocations we have experienced in recent years, which have far […]
Click here to read the complete postStandstills in Change of Control Transactions
Standstill agreements are ubiquitous in public company M&A deals. In fact, the execution of a standstill has been described as the “cost of entry” into negotiations and serves to indicate a bidder’s seriousness. Despite their ubiquity, there is surprisingly little Delaware case law on standstills and even less academic literature on the subject. In my […]
Click here to read the complete postThe Eurozone Crisis and Its Impact on the International Financial Markets
From the election of a French president who has openly expressed his opposition to austerity without a greater focus on stimulating economic growth to the struggles to form a new Greek government that may or may not agree to abide by the conditions set out in the existing bailout plan, recent elections have enveloped the […]
Click here to read the complete postSEC Staff Guidance on Shareholder Proposals During 2012 Proxy Season
There have been a number of significant shareholder proposals submitted during the 2012 proxy season to date. This alert summarizes notable responses by the Securities and Exchange Commission (the “SEC”) staff (the “Staff”) to no-action requests concerning many of these shareholder proposals. By way of background, according to Institutional Shareholder Services (“ISS”), 1,105 proposals have […]
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