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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
The Impact of Regulatory Governance Mandates on Poorly Governed Firms
In our paper, The Impact of Regulatory Governance Mandates on Poorly Governed Firms, which was recently made publicly available on SSRN, we investigate the relation between regulatory governance mandates and firm value by assessing the impact of recent governance mandates on the firms that were most affected by changes in governance regulation. We exploit the […]
Click here to read the complete postCorporate Philanthropy as Signaling and Co-optation
In a paper recently published in Fordham Law Review, Corporate Philanthropy as Signaling and Co-optation, I examine a previously unnoticed mechanism through which corporate philanthropy (CP) can enhance company value: signaling. Current value-enhancing accounts rest on the premise that CP “buys goodwill” for the company: companies, by acting nicely, can increase consumers’ or employees’ willingness […]
Click here to read the complete postDim the Spotlight: De-emphasizing Pay for Performance
Editor’s Note: Simon Wong is a partner at Governance for Owners, an adjunct professor of law at the Northwestern University School of Law, and a visiting fellow at the London School of Economics and Political Science. This post is based on an article by Mr. Wong that appeared The Conference Board Review. Work from the […]
Click here to read the complete postPrivate Equity Buyer/Public Target M&A Deal Study
Survey Methodology We conducted our survey as follows: We reviewed the treatment of certain key deal terms in all private equity buyer/public company target cash merger transactions involving consideration of at least $500 million in enterprise value [1] entered into during 2010 and 2011, which totaled 37 transactions. We then compared the treatment of such […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Private equity, Target firms
1 Comment
Legal Entities as Transferable Bundles of Contracts
The large modern business corporation is frequently organized as a complex cluster of hundreds of corporate subsidiaries under the common control of a single corporate parent. General Electric, for example, has over 1500 subsidiaries, most of them wholly-owned. What is the purpose of all these subsidiaries? Do they exist only as a means of avoiding […]
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Posted in Academic Research, Financial Regulation
Tagged Contracts, Optimal contracting, Subsidiaries
1 Comment
Delaware Court Expedites Proceedings to Enjoin Enforcement of Advance Notice Bylaw
Editor’s Note: Eduardo Gallardo is a partner focusing on mergers and acquisitions at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn client alert by Jeffrey Chapman, Brian Gingold, and Rachel Harrison. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; […]
Click here to read the complete postFederal Reserve’s Chinese Bank Determination Has Broader Implications
The Federal Reserve’s decision this week to confer Comprehensive Consolidated Supervision (“CCS”) status to three state-owned Chinese banks has been long awaited and paves the way for major Chinese banks to enter retail commercial banking in the United States by acquiring U.S. banks. We view the Federal Reserve’s decision, which is the first CCS determination […]
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Posted in Banking & Financial Institutions, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, China, Federal Reserve, Foreign banks
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Toward Effective Governance of Financial Institutions
What is meant by “governance” in the context of a financial institution (FI)? [1] Corporate governance is traditionally defined as the system by which companies are directed and controlled. The OECD Principles of Corporate Governance (2004) defines corporate governance as involving “a set of relationships between a company’s management, its board, its shareholders and other […]
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Posted in Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Financial crisis, Financial institutions, General governance, Group of 30, Systemic risk
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Skin in the Game and Moral Hazard
Formulation of optimal regulation of asset-backed securities (ABS) markets has been hindered by the inability to identify specific market failures as well as the absence of well-defined social welfare objectives. In our paper, Skin in the Game and Moral Hazard, which was recently presented at Harvard University, we develop a tractable framework for analyzing social […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Information environment, Moral hazard, Risk, Securitization, Skin in the game
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Rulemaking Petition on Disclosure of Corporate Political Spending Attracts Massive Support from over 250,000 Comments Filed with the SEC
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. This post is related to an SEC rulemaking petition available here and discussed on the Forum here. Bebchuk and Jackson are co-authors of Corporate Political Spending: Who […]
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