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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
Delaware Court Reaffirms Revlon Duties and Fiduciary Duty of Disclosure
In its recent Micromet [1] preliminary injunction decision, the Delaware Chancery Court reaffirmed that (i) Revlon’s enhanced scrutiny is a reasonableness standard based on the particular circumstances of the target company and (ii) Delaware’s fiduciary duty of disclosure only requires that the information provided to shareholders for purposes of their vote on a merger be […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications
Tagged Delaware cases, Delaware law, Disclosure, Fiduciary duties, In re Micromet, In re Revlon
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Transparency, Liquidity, and Valuation
Reductions in the liquidity and valuation of securities traded in global capital markets during the recent financial crisis have demonstrated the importance of understanding more fully the drivers of a firm’s stock market liquidity and associated linkages to valuation. In the paper, Transparency, Liquidity, and Valuation: International Evidence on When Transparency Matters Most, forthcoming in […]
Click here to read the complete postFinding Common Ground on Environmental and Social Metrics
Investors and companies are both increasingly interested in sustainability issues. These issues typically revolve around environmental and social factors that have real but potentially long-term or contingent impacts on corporate financial value. This, in turn, makes traditional accounting metrics less valuable in assessing sustainability issues than in analysis of many other business issues. Therefore, both […]
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Posted in Academic Research, Corporate Social Responsibility, Institutional Investors
Tagged Corporate Social Responsibility, Environmental disclosure, Governance standards, IRRC Institute
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Proposed Initiatives May Affect Capital Formation and Public Reporting Requirements
Recent regulatory and legislative initiatives relating to capital formation and public reporting requirements, if implemented, would have a significant effect on privately held companies and publicly traded small and emerging businesses. Although the ultimate outcomes and timing of these initiatives are unknown, we expect at least some of them to be adopted in 2012. Because […]
Click here to read the complete postPredicting Future Merger Activity
I’m frequently asked to explain merger activity and to predict the level of future merger activity. In part in response to these requests and in part as the consequence of a long career of advising as to mergers, I’ve identified many of the factors that determine merger activity, but a complete catalog is beyond me […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Merger waves
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The Effectiveness of Institutional Investors in Evaluating Analysts
In the paper, The Effectiveness of Institutional Investors in Evaluating Analysts, which was recently made publicly available on SSRN, we examine the effectiveness of institutional investors in evaluating analysts by comparing the performance of recommendations made by AAs—star analysts elected by institutional investors—with those made by other analysts. We ask four related questions. First, does […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Analysts, Institutional Investors, Performance measures, Reputation
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Allison Bennington Joins PCG’s Advisory Board
The Forum is pleased to announce that Allison A. Bennington, General Counsel and a Partner of ValueAct Capital, joined the Advisory Board of the Harvard Law School Program on Corporate Governance. She joins the existing members of the Board: William Ackman, Peter Atkins, Joseph Bachelder, Richard Breeden, Richard Climan, Isaac Corré, John Finley, Stephen Fraidin, […]
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Posted in Program News & Events
Tagged Program on Corporate Governance, ValueAct Capital
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Delaware Court Considers Conflicts of Interest in M&A
On February 29, 2012, Chancellor Strine of the Delaware Court of Chancery issued an opinion that is highly critical of the sale process run by El Paso Corporation in connection with its $21.1 billion acquisition by Kinder Morgan, Inc. See In re El Paso Corporation Shareholder Litigation, No. 6949-CS (Delaware Court of Chancery). The Court […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Conflicts of interest, Delaware cases, Delaware law
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Unintended Consequences of the STOCK Act
On February 16, 2012, the House of Representatives sent its version of the Stop Trading on Congressional Knowledge Act (the “STOCK Act”) to the Senate for reconciliation. Although it remains to be seen how the two bodies will resolve their differences, the core of the legislation will amend the securities laws to forbid members of […]
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