-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Janus Capital Group v. First Derivative Traders: Only the Supreme Court can “Make” a Tree
Editor’s Note: Jeffrey Gordon is the Alfred W. Bressler Professor of Law at Columbia Law School. This post discusses the Supreme Court decision in Janus Capital Group v. First Derivative Traders, available here; a post from Gibson, Dunn & Crutcher LLP concerning this case is available here. The Supreme Court decision in Janus Capital Group […]
Click here to read the complete postExternal Networking and Internal Firm Governance
In our paper, External Networking and Internal Firm Governance, forthcoming in the Journal of Finance, we use panel data on S&P 1500 companies to identify external network connections between directors and CEOs. We observe network connections stemming from shared external board seats, prior employment in other firms, education, or charitable and leisure activities. We test […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board composition, Board independence, Boards of Directors, Firm valuation, Interlocking boards, Social networks
Comments Off on External Networking and Internal Firm Governance
Moving Twenty-Two S&P 500 Companies towards Board Declassification
This post provides a summary of work to declassify corporate boards done during the 2010-11 proxy season by the American Corporate Governance Institute (ACGI). This work contributed to moving 22 S&P 500 companies toward board declassification, which could result in as much as a 15% reduction in the incidence of board classification among S&P 500 […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged ACGI, Board declassification, Boards of Directors, Florida SBA, Shareholder proposals
Comments Off on Moving Twenty-Two S&P 500 Companies towards Board Declassification
A Plan to Tax the Foreign Income of U.S. Companies
Editor’s Note: Robert Pozen is a senior lecturer at Harvard Business School and a senior fellow at the Brookings Institution. This post is based on an op-ed that appeared today in Bloomberg. The current system for taxing foreign source income of U.S. corporations makes no sense. In theory, income earned by controlled foreign subsidiaries of […]
Click here to read the complete postDo Independence and Financial Expertise of the Board Matter for Risk Taking and Performance?
In our paper, Do Independence and Financial Expertise of the Board Matter for Risk Taking and Performance? which was recently made publicly available on SSRN, we examine how board independence and the percentage of financial experts among independent directors relate to risk taking and performance of commercial banks during the period from 2003 to 2008, […]
Click here to read the complete postThe Business Case for Corporate Social Responsibility
In the last decade, in particular, empirical research has brought evidence of the measurable payoff of corporate social responsibility (CSR) initiatives to companies as well as their stakeholders. Companies have a variety of reasons for being attentive to CSR. This report documents some of the potential bottomline benefits: reducing cost and risk, gaining competitive advantage, […]
Click here to read the complete postToo Big to Fail or Too Big to Change
Two and half years removed from the worst financial crisis since the Great Depression, the investing public has grown increasingly frustrated with the lack of criminal prosecutions of, and absence of truly significant fines levied against, the senior executives and companies responsible for igniting the subprime meltdown. Pundits have criticized the Securities and Exchange Commission […]
Click here to read the complete postWhen It Pays to Pay Your Investment Banker
In our paper, When It Pays to Pay Your Investment Banker: New Evidence on the Role of Financial Advisors in M&As, forthcoming in the Journal of Finance, we provide new evidence on the role of financial advisors in M&As. Mergers and acquisitions (M&As) constitute one of the most important activities in corporate finance, bringing about […]
Click here to read the complete postU.S. Supreme Court Clarifies the Scope of Private Liability Under Rule 10b-5
On June 13, 2011, the U.S. Supreme Court concluded that Janus Capital Management (JCM) cannot be held liable in a private suit under the Securities and Exchange Commission’s Rule 10b-5 for drafting allegedly misleading prospectuses for the mutual funds it advises. Reversing a contrary decision by the Fourth Circuit, the Court held in Janus Capital […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Financial advisers, Janus Capital v. Traders, Rule 10b-5, Securities litigation, Supreme Court
Comments Off on U.S. Supreme Court Clarifies the Scope of Private Liability Under Rule 10b-5
Information Disclosure and Corporate Governance
Corporate disclosure is widely seen as an unambiguous good. In our paper, Information Disclosure and Corporate Governance, forthcoming in the Journal of Finance, we show that this view is, at best, incomplete. Greater disclosure tends to raise executive compensation and can create additional or exacerbate existing agency problems. Hence, even ignoring the direct costs of […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Agency costs, Disclosure, Information environment, Small firms
Comments Off on Information Disclosure and Corporate Governance