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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
Shareholder Proxy Access: Time To Get Ready
As we described in our recent memo, the SEC has adopted rules affording shareholders access to company proxy statements for the nomination of director candidates. The new regime, which includes new access Rule 14a-11 and amendments to Rule 14a-8, is expected to become effective in early November and will be applicable for the 2011 proxy […]
Click here to read the complete postManagerial Miscalibration
In the paper, Managerial Miscalibration, which was recently made publicly available on SSRN, we study whether top corporate executives are miscalibrated as well as the determinants of their miscalibration. Miscalibration is a form of overconfidence examined in psychology, economics, and law. Although it is often analyzed in lab experiments, there is scant evidence about the […]
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Posted in Academic Research, Empirical Research
Tagged Decision-making, Miscalibration
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Spotlight on Boards
Current focus on the performance of corporate boards prompts revisiting what is expected from the board of directors of a major public company – not just the legal rules, but also the aspirational “best practices” that have come to have almost as much influence on board and company behavior. Boards are expected to: Choose the […]
Click here to read the complete postDo Peer Firms Affect Corporate Financial Policy?
In the paper, Do Peer Firms Affect Corporate Financial Policy? which was recently made publicly available on SSRN, we show that corporate financial policies are highly interdependent. Firms make financing decisions in large part by responding to the financing decisions of their peers, as opposed to changes in firm-specific characteristics. We find that, on average, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Financial policies, Leverage
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Using Cash-Settled Derivatives to Hide Corporate Ownership
In a recent paper, Know Your Shareholders: The Use of Cash-Settled Equity Derivatives to Hide Corporate Ownership Interests, The Conference Board offers guidance for directors of public companies to address or prevent situations where shareholders accumulate undisclosed equity stakes by means of cash-settled derivatives. Derivatives are an important class of financial instruments that has taken […]
Click here to read the complete postDefending Against Shareholder Proxy Access
In my paper Defending Against Shareholder Proxy Access: Delaware’s Future Reviewing Company Defenses in the Era of Dodd-Frank, I propose a variety of new defenses boards can implement to subvert and limit the reach of proxy access under the new federal proxy access regime to be implemented under Dodd-Frank. I also consider the legality of […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged DGCL s.141, Federalism
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Institutional Investors as Minority Shareholders
In the paper, Institutional Investors as Minority Shareholders, which was recently made publicly available on SSRN, my co-author, Yishay Yafeh, and I study the role of institutional investors in markets where concentrated ownership and business groups are prevalent. Whereas investors in dispersedly-owned firms are primarily concerned with disciplining managers, investors in firms with a controlling […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Institutional Investors, Shareholder activism
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When Fund Directors Get Sued
Prior to the last decade, most litigation against funds (both open-and closed-end) and their advisers and directors involved claims of excessive fees pursuant to § 36(b) under the Investment Company Act of 1940 (ICA) and non-disclosure lawsuits under the Securities Act of 1933 (Securities Act). The collapse of the “dot com” bubble post-2001 left the […]
Click here to read the complete postCorporate Political Speech: Who Decides?
The Harvard Law School Program on Corporate Governance recently issued our discussion paper, “Corporate Political Speech: Who Decides?” The paper will be published in the Harvard Law Review’s Supreme Court issue this November. As long as corporations have the freedom to engage in political spending — a freedom expanded by the Supreme Court’s recent decision […]
Click here to read the complete postThe 2010 Proxy Season: A Brave New World
A brief look back to the 2009 proxy season reveals one of the most contentious seasons in recent memory. Investor support for board nominees was at an all-time low, proxy contests were at an all-time high and support for shareholder-sponsored resolutions had dramatically risen. As the 2010 proxy season approached, corporate directors knew that it […]
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