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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
The Role of Institutional Investors in Voting
In the paper, The Role of Institutional Investors in Voting: Evidence from the Securities Lending Market, which was recently made publicly available on SSRN, we use a unique setting to examine if institutional investors influence firm-level corporate governance through proxy voting. Understanding institutional investor preferences regarding corporate governance is important for firms trying to attract […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Institutional Investors, Institutional voting, Pedro Saffi, Proxy voting, Securities lending
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Benefit Corporations vs. “Regular” Corporations: A Harmful Dichotomy
In less than two years, seven states, including New York, New Jersey and California, have enacted laws creating a new hybrid type of corporation designed for businesses that want to simultaneously pursue profit and benefit society. Advocates for this new type of entity—typically called a benefit corporation, or B Corp– say that it fills a […]
Click here to read the complete postThe Need for Improved Cost-Benefit Analysis of Dodd-Frank Rulemaking
Thank you for permitting me to testify before you today on cost-benefit analysis conducted by the Securities Exchange Commission (SEC). I am speaking today on behalf of the Committee on Capital Markets Regulation (Committee), of which I am the Executive Director for Research. The Committee has, since its 2006 Interim Report, [1] strongly supported improved […]
Click here to read the complete postCEO Succession Practices
In our study, CEO Succession Practices (2012 Edition), which The Conference Board recently released, we document and analyze 2011 cases of CEO turnover at S&P 500 companies. The study is organized in four parts. Part I: CEO Succession Trends (2000-2011) illustrates year-by-year succession rates and examines specific aspects of the succession phenomenon, including the influence […]
Click here to read the complete postJOBS Act Applies to Debt-Only Issuers
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (“JOBS Act” or the “Act”) into law. While the Act and recent commentary have focused primarily on common equity issuances by “Emerging Growth Companies” (or “EGCs”), the JOBS Act also impacts companies that have issued only debt securities in registered transactions, typically […]
Click here to read the complete postShort Sellers, News, and Information Processing
There is strong evidence that high levels of short selling are associated with lower future returns and this return predictability suggests that short sellers, on average, have an information advantage over other traders (e.g., Senchack and Starks, 1993; Asquith, Pathak, and Ritter, 2005; Boehmer, Jones, and Zhang, 2008). However, while return predictability suggests that short […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Information asymmetries, Public perception, Short sales
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Delaware Court Issues Guidance about M&A Confidentiality Agreements
On May 4, 2012, Chancellor Strine of the Delaware Court of Chancery issued an opinion finding that Martin Marietta Materials, Inc. breached two confidentiality agreements with Vulcan Materials Company when it commenced a $5.5 billion hostile bid for Vulcan in December 2011. Despite the absence of an explicit standstill provision in either confidentiality agreement, which […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Confidentiality, Delaware cases, Delaware law, Martin Marietta v. Vulcan
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Hedge Funds Need More Accountability
Editor’s Note: Jay Eisenhofer is co-founder and managing director of Grant & Eisenhofer P.A. This post is based on a commentary from Pensions & Investments magazine by Mr. Eisenhofer. In the past few years, hedge funds have moved into the mainstream of the U.S. economy. Once restricted to a small number of super-wealthy “sophisticated investors,” […]
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Posted in Institutional Investors, Op-Eds & Opinions, Securities Regulation
Tagged Accountability, Fiduciary duties, Hedge funds, Institutional Investors
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Final Rule Issued on Systemically Important Firms, Many Unknowns Remain
On April 3, 2012 the Financial Stability Oversight Council issued its final rule and interpretive guidance governing its process for designating a nonbank financial company as a systemically important financial institution under the Dodd-Frank Act. The adoption of the Final Rule marks the completion of the highly anticipated standards for designating SIFIs, a process that […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Dodd-Frank Act, Federal Reserve, FSOC, SIFIs, Systemic risk
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Tailspotting
In the paper, Tailspotting: How Disclosure, Stock Prices and Volatility Change When CEOs Fly to Their Vacation Homes, which was recently made publicly available on SSRN, I document a close connection between the timing of corporate news disclosures and CEOs’ personal vacation schedules. I find that companies tend to disclose favorable news just before CEOs […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Earnings disclosure, Public perception
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