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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
Strategic Flexibility and the Optimality of Pay for Sector Performance
In our paper, Strategic Flexibility and the Optimality of Pay for Sector Performance, which is forthcoming in the Review of Financial Studies, we propose a model in which a CEO chooses the firm’s strategy as she faces uncertainty regarding future sector movements. She can put forth (personally) costly effort to generate an informative signal about […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Executive performance, Incentives
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Considerations for Directors in the 2010 Proxy Season
The current economic and regulatory landscape poses unprecedented challenges for public companies and their boards of directors. They are facing scrutiny from shareholders, Congress, regulators and the public, and new proposals to address the causes of the financial crisis have been emerging on almost a daily basis for over a year now. Some of these […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Clawbacks, Executive Compensation, Proxy voting, Say on pay, SEC
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Are Incentive Contracts Rigged by Powerful CEOs?
Editor’s Note: This post comes to us from Adair Morse, Assistant Professor of Finance at the University of Chicago, Vikram Nanda, Professor of Finance at the Georgia Institute of Technology, and Amit Seru, Assistant Professor of Finance at the University of Chicago. In our paper Are Incentive Contracts Rigged By Powerful CEOs?, which is forthcoming […]
Click here to read the complete postSustainable Reform: Prioritizing Long-Term Investors
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at the recent SEC Speaks conference. The views expressed in the post are those of Commissioner Aguilar, and do not necessarily reflect the views of the Commission, the other Commissioners, or the […]
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Posted in Corporate Elections & Voting, Financial Crisis, Financial Regulation
Tagged Financial regulation, SEC, TARP
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Delaware Court of Chancery Addresses Proxy Contest Mechanics and Vote Buying
In a recent decision involving dueling consent solicitations, the Delaware Court of Chancery cast welcome light on the “foggy” mechanics of proxy solicitations and offered guidance on “vote-buying” in corporate control contests. Kurz v. Holbrook., C.A. No. 5019-VCL (February 9, 2010). The case involved a contest for control of EMAK Worldwide, a “deregistered, poorlyperforming microcap […]
Click here to read the complete postPoison Pills Revisited
During the last decade, activist shareholders and corporate governance groups have been fairly successful in pressuring companies to voluntarily surrender a number of anti-takeover defenses, most notably the use of staggered boards and shareholder rights plans (also referred to as “poison pills”). In fact, according to FactSet SharkRepellent, between December 2002 and December 2009 the […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, Delaware cases, Delaware law, Poison pills
2 Comments
Corporate Fraud and Business Conditions: Evidence from IPOs
In our paper Corporate Fraud and Business Conditions: Evidence from IPOs, which is forthcoming in the Journal of Finance, we use a sample of firms that went public between 1995 and 2005 to test a set of theories modeling how a firm’s incentive to commit fraud when raising external capital varies with investor beliefs. Instead […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research
Tagged Corporate fraud, IPOs
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Why Do Foreign Firms Leave U.S. Equity Markets?
In our paper, Why Do Firms Leave U.S. Equity Markets?, which is forthcoming in the Journal of Finance, we analyze a sample of firms that voluntarily deregister from the SEC and leave the U.S. equity markets over the period from 2002 through 2008. Because it was extremely difficult to deregister before March 21, 2007 when […]
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Posted in Academic Research, Empirical Research, Legislative & Regulatory Developments
Tagged Deregistration, Rule 12h-6, SEC
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Dow Reaffirms Delaware’s Business Judgment Rule
The Delaware Chancery Court recently issued a resounding affirmation of the business judgment rule in the case In re the Dow Chemical Company Derivative Litigation. [1] Directors can take comfort in this timely reminder that, despite challenging economic circumstances and an environment of heightened scrutiny of boards and individual directors, the protections of the business […]
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