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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
Governance Through Trading and Intervention
In our paper, Governance Through Trading and Intervention: A Theory of Multiple Blockholders, which is forthcoming in the Review of Financial Studies, we analyze the optimal shareholder structure that maximizes the efficiency of corporate governance. Traditional theories argue that shareholders exert governance through directly intervening in a firm’s operations, for example by firing a shirking […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research
Tagged Blockholders, Efficiency, Shareholder power
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Europe’s Ius Commune on Director Revocability
Among the most important rights of shareholders is the right to elect and dismiss directors. While the election of directors usually garners a lot of attention among scholars and policymakers, the same cannot be said of the right to dismiss directors, even though it is at least of equal concern. In my paper, Europe’s Ius […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation
Tagged Europe, Legal systems, Ousting directors, Shareholder power
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Chinese Bank Transaction May Open the Door for M&A
Last week, Industrial and Commercial Bank of China announced that it had entered into an agreement to purchase 80 percent of the outstanding common stock of the U.S. subsidiary bank of The Bank of East Asia, Limited, a privately held Hong Kong-based bank. Bank of East Asia also has an option to sell to ICBC […]
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Posted in Banking & Financial Institutions, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, China, Federal Reserve, Foreign banks, ICBC
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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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