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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 Case for Modernizing Section 13 Beneficial Ownership Reporting Rules
Wachtell, Lipton, Rosen & Katz filed a rulemaking petition with the Securities and Exchange Commission on March 7, 2011 with respect to the beneficial ownership reporting rules found in Section 13(d) of the Securities Exchange Act of 1934. Our request highlights the urgent need to amend the existing reporting framework to keep pace with market […]
Click here to read the complete postFederal Agencies Propose Interagency Rule on Financial Institution Compensation
Editor’s Note: Margaret E. Tahyar is a partner in the Financial Institutions Group at Davis Polk & Wardwell LLP. This post is based on a Davis Polk client memorandum by Kyoko Takahashi Lin and Nora M. Jordan summarizing a proposed rule on incentive compensation under the Dodd-Frank Act, which is available here. My partners Kyoko […]
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Posted in Banking & Financial Institutions, Executive Compensation, Financial Regulation, Legislative & Regulatory Developments, Securities Regulation
Tagged Dodd-Frank Act, Dodd-Frank s.956, Executive Compensation
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Sources of Gains in Corporate Mergers
In the paper, Sources of Gains in Corporate Mergers: Refined Tests from a Neglected Industry, forthcoming in the Journal of Financial and Quantitative Analysis, we provide new tests of the synergy, collusion, and anticipation hypotheses using stock and product pricing data from the utility industry in the United States. The utility industry has been omitted […]
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Posted in Academic Research, Empirical Research, Legislative & Regulatory Developments, Mergers & Acquisitions
Tagged Collusion, Shareholder value
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The Fifth Analyst Call: Investors Seek Greater Communication with Directors
A group of major and influential global institutional investors from North America, Europe and Australia , led by the UK’s Railpen Investments and F&C Asset Management, are seeking to build open and constructive dialogue with US boards of directors through a concrete, easy-to-implement solution – an idea we are calling a “Fifth Analyst Call.” In […]
Click here to read the complete postFlorida SBA Seeks to Use Proxy Voting to Promote Good Governance Practices
The State Board of Administration (SBA) supports the adoption of internationally recognized governance practices for well-managed corporations including independent boards, transparent board procedures, performance-based executive compensation, accurate accounting and audit practices, and policies covering issues such as succession planning and meaningful shareowner participation. The SBA also expects companies to adopt rigorous stock ownership and retention […]
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Posted in Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Fiduciary duties, Florida SBA, ISS, Proxy voting, Shareholder activism, Shareholder proposals
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Corporate Governance Adrift
Having served as a member of the NYSE committee that created the NYSE’s post-Enron corporate governance rules, I have watched with dismay as those rules have been misunderstood, misapplied and polluted by one-size-fits-all “best practices” invented by proxy advisory services and other governance activists. In the recent Hewlett-Packard case, ISS took the position that the […]
Click here to read the complete postDoes Governance Travel Around the World?
In our paper Does Governance Travel Around the World? Evidence from Institutional Investors, forthcoming in the Journal of Financial Economics, we examine whether institutional investors affect corporate governance by analyzing portfolio holdings of institutions in companies from 23 countries during the period 2003-2008. We find that international institutional investors export good corporate governance practices around […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Governance reform, Institutional Investors, Pedro Matos, Shareholder activism
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ISS Goes with Form over Substance
The decision by ISS, reported in its March 2, 2011 proxy advisory for the annual meeting of Hewlett-Packard, to recommend against the reelection of members of the nominating committee because of the participation of the Hewlett-Packard CEO in the search for new directors, reflects another mechanistic decision undermining the ability of a board to function […]
Click here to read the complete postThe Effective Chair-CEO Relationship: Insights from the Boardroom
The number of U.S. companies that separate the chairman and CEO roles is at a historic high: 40 percent of the S&P 500 now separate the roles, up from 23 percent a decade ago, according to Spencer Stuart. A new report published by Yale’s Millstein Center for Corporate Governance and Performance, The Effective Chair-CEO Relationship: […]
Click here to read the complete postDoes Takeover Activity Cause Managerial Discipline? Evidence from International M&A Laws
In the paper Does Takeover Activity Cause Managerial Discipline? Evidence from International M&A Laws, which was recently made publicly available on SSRN, we examine if the market for corporate control improves corporate governance. Theory suggests that the threat of takeover is one of the most important external mechanisms for aligning the interests of managers and […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Change in control, Executive turnover, Firm performance, Managerial style, Takeovers
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