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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
Agency Costs, Mispricing, and Ownership Structure
In our NBER working paper, Agency Costs, Mispricing, and Ownership Structure, we propose an explanation based on stock market mispricing for why firms with a controlling shareholder raise outside equity even when they cannot commit not to expropriate minority shareholders. Our main idea is that the controlling shareholder takes advantage of stock market mispricing to […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Private Equity
Tagged Controlling shareholders, Stock mispricing
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OECD Provides Guidance for Anti-Bribery Compliance Programs
In March 2010, a working group of the Organization of Economic Cooperation and Development (“OECD”), representing the thirty OECD member nations and eight other countries (the “Working Group”), issued its much-awaited Good Practice Guidance for anti-bribery compliance programs. For global companies, this represents what could well be the most significant set of compliance and ethics […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Anti-corruption, Compliance & ethics, OECD
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Delaware Chancery Court Allows Preferred Stockholder Derivative Action
In a recent decision, the Delaware Court of Chancery for the first time held that preferred stockholders have standing to bring derivative suits on behalf of a corporation. MCG Capital Corp. v. Maginn, C.A. No. 4521-CC (Del. Ch. May 5, 2010). The plaintiff was the sole holder of Jenzabar, Inc.’s preferred stock but held no […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Derivative suits, Gheewalla, MCG Capital Corp. v. Maginn
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Inside the Corporate Governance Complex
Editor’s Note: Suzanne Stevens is a senior editor at The Deal. This post relates to a recent article by Ms. Stevens in The Deal, which is available here. In an article titled What Berle and Means have wrought in the May 17 issue of The Deal magazine and available on thedeal.com, my colleague Michael Rudnick […]
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Posted in Comparative Corporate Governance & Regulation, Op-Eds & Opinions, Program News & Events
Tagged Governance institutions, The Deal
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Estimating the Effects of Large Shareholders Using a Geographic Instrument
In our paper, Estimating the Effects of Large Shareholders Using a Geographic Instrument, forthcoming in the Journal of Financial and Quantitative Analysis, we develop and test a new instrumental variable framework which allows us to separate selection effects from treatment effects for a large group of blockholders and to quantify their impact on several aspects […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research
Tagged Blockholders
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Red Flags for Say-on-Pay Voting
For investors, the advent of advisory shareowner votes on executive compensation — at more than 300 companies in 2010 — is an opportunity and a challenge. These votes can be catalysts for shareowner discussions with directors and management about pay concerns, including the structure and size of executive compensation. But they also oblige shareowners to […]
Click here to read the complete postCEO Replacement under Private Information
In the paper, CEO Replacement under Private Information, forthcoming in the Review of Financial Studies, we derive joint implications for the optimal CEO compensation and replacement policy based on a model of “information-based entrenchment.” In our model, the CEO’s desire to become entrenched is endogenous and does not derive from exogenously specified private benefits of […]
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Posted in Academic Research, Empirical Research, Executive Compensation
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The Wall Street Takeover and the Next Financial Meltdown: Problems and Solutions
Editor’s Note: This post comes to us from James Kwak, co-author of 13 Bankers: The Wall Street Takeover and the Next Financial Meltdown, and co-founder of the blog The Baseline Scenario. 13 Bankers, the book that I co-write with Simon Johnson, was released one month ago. The book has gotten more attention than I had […]
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