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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
Adoption of Poison Pill to Deter Activist Investor Opposition to Negotiated Mergers
At the peak of the last public company merger frenzy in 2006 and early 2007, it was common for activist shareholders (mostly hedge funds and arbitrageurs) to mount vote no campaigns against announced deals. [1] Frequently such campaigns resulted in relatively small price bumps and an abandonment of the vote no campaign. On a few […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Poison pills, Shareholder activism
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Relative Performance Evaluation and Related Peer Groups
In the paper, Relative Performance Evaluation and Related Peer Groups in Executive Compensation Contracts, forthcoming in The Accounting Review, we examine the explicit use of relative performance evaluation (RPE) and related peer groups based on S&P 1500 firms’ first proxy disclosures under the SEC’s 2006 executive compensation disclosure rules. Prior empirical research offers mixed evidence […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Contracts, Executive Compensation, Executive performance, Management contracts, Peer groups
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CVRs — A Bridge Too Far?
In a recent M&A Update we addressed the practical challenges of using earnouts in private company M&A to bridge the final valuation gap in sale negotiations. An equally daunting set of obstacles applies to the implementation of the public M&A version of earnouts — Contingent Value/Payment Rights (CVRs). We use the term CVRs to refer […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Contingent value right, Earnouts, Firm valuation
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What Audit Committees Don’t Know
Editor’s Note: Robert Pozen is Chairman of MFS Investment Management and a Senior Lecturer of Business Administration at Harvard Business School. During the financial crisis, investors learned the hard way about financial liabilities of many institutions that were not previously disclosed. For example, many banks had large contingent liabilities to off balance sheet entities that […]
Click here to read the complete postIs Carl Icahn Good for Long-Term Shareholders?
In the paper, Is Carl Icahn Good for Long-Term Shareholders? A Case Study of Shareholder Activism, which was recently published in the Journal of Applied Corporate Finance, we examine the case of Carl Icahn, whose career as a shareholder activist now spans at least three decades. The increase in activist campaigns by entrepreneurial investors and […]
Click here to read the complete postDelaware Court of Chancery Gets Airgas Right
Chancellor Chandler’s decision in Air Products and Chemicals Inc. v. Airgas, Inc. (Del. Ch., CA No. 5249-CC, 2/15/11) upholding the board’s maintenance of the company’s shareholder rights plan in the face of an unfriendly cash tender offer the board determined was inadequate has justifiably received a great deal of attention and analysis. Despite his reluctance, […]
Click here to read the complete postGermany to Ban “Stealth Takeover” Strategies
On February 11, 2011, the German Parliament approved the bill for the so-called “Investor Protection and Capital Markets Improvement Act” (Anlegerschutz- und Funktionsverbesserungsgesetz) which is part of the ongoing legislative activity responding to the financial crisis. The bill is now referred to the second chamber of the Parliament and is expected to enter into force […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Cash-settled derivatives, Disclosure, Germany, Hostile takeover, Investor protection, Stealth takeovers
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Joe Flom — A Brief Salute
Editor’s Note: Peter Atkins is a partner for corporate and securities law matters at Skadden, Arps, Slate, Meagher & Flom LLP. I had the incredible good fortune over a span of 43 years to know, work with, be a partner of and, most importantly, to have the friendship and guidance of Joe Flom. His passing […]
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Posted in Op-Eds & Opinions
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Investing in Corporate Social Responsibility to Enhance Customer Value
Corporate social responsibility (CSR) activities have the potential to create several distinct forms of value for customers. It is the customer perception of this value that mediates the relationship between CSR activities and subsequent financial performance. By categorizing major CSR activities and the different types of value each can create, this report offers a number […]
Click here to read the complete postDelaware Court Implements Guideline Regarding the Preservation of Electronic Information
On January 18, 2011, the Delaware Court of Chancery became one of the first state courts to issue a guideline for the preservation of electronically stored information (“ESI”) (the “Guideline”). The stated purpose of the Guideline is a reminder to litigants and their counsel (inside and outside counsel) of their common law duty to preserve […]
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