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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
Curbing Excessive CEO Pay by Disentangling Wall Street and Corporate America
Peter Drucker, the revered management guru, deplored excessive CEO pay. He argued that CEOs should not be paid more than 20 to 25 times the average salary of company employees. While his approach is schematic, Drucker’s reasons for opposing high executive compensation resonate today even more than during his lifetime. Essentially, Drucker believed that the […]
Click here to read the complete postEquity-Debtholder Conflicts and Capital Structure
In the paper, Equity-Debtholder Conflicts and Capital Structure, which was recently made publicly available on SSRN, we present a novel approach to identifying debt‐equity conflicts and the associated agency costs, employing a 1991 legal event as a natural experiment. Our natural experiment revolves around the fiduciary duties of corporate officers. Broadly speaking, these duties require […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Empirical Research
Tagged Corporate debt, Debtor-creditor law, Per Strömberg
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The Most Influential People in Corporate Governance
A review of the most recent Directorship 100 list – a list of the most influential people in corporate governance put together each year by Directorship magazine – indicates that individuals affiliated with Harvard Law School and its Program on Corporate Governance play a central role in the corporate governance landscape. The Directorship 100 list […]
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Posted in Program News & Events
Tagged Directorship Magazine
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Convertible Bond Arbitrageurs as Suppliers of Capital
In the paper, Convertible Bond Arbitrageurs as Suppliers of Capital, which is forthcoming in the Review of Financial Studies, we investigate the role of convertible bond arbitrageurs as suppliers of capital. Convertible bonds have been an important source of financing for a wide variety of firms and have been particularly popular among distressed firms with […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Bonds, Convertible bonds, Hedge funds
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Is “Pay-to-Play” Driving Public Pension Fund Activism in Securities Class Actions?
Public pension funds have played a prominent role in securities class actions, comprising nearly half of all institutional investor lead plaintiffs. Overall, prior research has shown that the funds perform admirably in the lead plaintiff role, increasing recoveries for the class of defrauded shareholders, improving corporate governance, enhancing the independence of the board, and lowering […]
Click here to read the complete postPaid to Fail
In a report just filed with the United States court that is overseeing the bankruptcy of Lehman Brothers, a court-appointed examiner described how Lehman’s executives made deliberate decisions to pursue an aggressive investment strategy, take on greater risks, and substantially increase leverage. Were these decisions the result of hubris and errors in judgment or the […]
Click here to read the complete postRiskMetrics’ Introduces New Governance Measurement for Proxy Voting Reports
RiskMetrics Group has recently overhauled its core corporate governance yardstick. Highlights for U.S. companies: The Corporate Governance Quotient (CGQ), which for the past several years has ranked companies, both within their industry and on a broader basis, according to their overall adherence to RMG’s notions of governance best practices, is being discontinued as of June […]
Click here to read the complete post“No Mas” to “Just Say No”?
The current takeover battle between Airgas and Air Products highlights one of the key areas of uncertainty in Delaware law today—the continued vitality of the “just say no” defense to unsolicited advances. Stated simply, if upheld, the “just say no” defense allows the board of directors of a target company to combine a refusal to […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Delaware law, Delaware legislation, Poison pills, Takeovers
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The Effects of Executives on Corporate Tax Avoidance
In the paper, The Effects of Executives on Corporate Tax Avoidance, which is forthcoming in the Accounting Review, we investigate whether individual executives have an effect on their firm’s tax avoidance that cannot be explained by characteristics of the firm. Despite decades of empirical research in corporate taxation, little attention has been focused on whether […]
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