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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
Do Managers Do Good With Other Peoples’ Money?
In our paper, Do Managers Do Good with Other Peoples’ Money?, which was recently made publicly available on SSRN, we test the hypothesis that corporate social responsibility is due to agency problems using two quasi-experiments. First, we use the 2003 Dividend Tax Cut as a quasi-experiment that increased the marginal cost of pet projects or […]
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Posted in Academic Research, Corporate Social Responsibility, Financial Regulation
Tagged Corporate Social Responsibility, Dividends, Ownership, Taxation
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Accelerated Equity Awards for Departing Executives Lose Favor
Hewlett-Packard’s announcement that it will no longer accelerate the vesting of equity grants for departing executives is the latest victory in a new push by active investors to limit such generous exit packages (a Wall Street Journal story about the announcement is available here). The drive began in 2010 when Amalgamated Bank’s LongView Funds filed […]
Click here to read the complete postNoteworthy 2011 Delaware Court Decisions
This is the seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate and commercial issues. Among the decisions with the most far-reaching application and importance during 2011 include those […]
Click here to read the complete postMergers and Acquisitions in 2012
As we enter 2012 and as the U.S. economy continues to stabilize, there appears to be a growing sense of optimism about further recovery in the M&A market. During the first half of 2011, the M&A market continued a resurgence that began in the latter part of 2010, with higher aggregate deal value than had […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Firm valuation, Leveraged acquisitions, Shareholder activism
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Why Do CEOs Survive Corporate Storms?
In our paper Why Do CEOs Survive Corporate Storms? Collusive Directors, Costly Replacement, and Legal Jeopardy, which was recently made publicly available on SSRN, we consider new explanations for the puzzling result that a majority of misreporting CEOs retain their jobs. We extend the literature by investigating the role of directors’ both personal and reputational […]
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Posted in Academic Research, Boards of Directors, Securities Regulation
Tagged Board independence, Executive turnover, Insider trading, Misreporting, Retention
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Considerations for Public Company Directors in the 2012 Proxy Season
The past year has been one of change and challenge for public companies and their boards, as companies have moved to implement “say-on-pay” and other provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). With the 2012 proxy season on the horizon, public companies and their directors will continue to feel the […]
Click here to read the complete postCreative TruPS Capital Restructurings
With the phase out of Tier 1 capital treatment for trust preferred securities (TruPS) mandated by Dodd Frank slated to begin January 1, 2013, financial institutions have been active in considering potential strategies to replace outstanding TruPS with other forms of regulatory capital. Last week, Huntington Bancshares completed a novel exchange offer for several specified […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Capital structure, Dodd-Frank Act, Restructurings, TruPS
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Delaware Court Intervenes to Protect Shareholder Voting Rights
On December 20, 2011, Vice Chancellor Parsons of the Delaware Court of Chancery issued an opinion and entered a temporary restraining order enjoining ChinaCast Education Corporation from holding its annual meeting, scheduled for later that day, until January 10, 2012. See Sherwood, et al. v. Chan Tze Ngon, et al., No. 7106-VCP (Delaware Court of […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Delaware cases, Delaware law, Shareholder rights
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Reflections on Airgas and Long-term Value
Editor’s Note: Theodore Mirvis is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. Here are slides on the Airgas case and slides on the underlying gating issue of long/short term perspective that drives much of the corporate governance debates and is rarely confronted by the “governistas” that advocate all sorts of […]
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Posted in Program News & Events
Tagged Airgas v. Air Products & Chemicals
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