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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
The House and Senate Debate Resolution Authority
The legislative season for financial regulatory reform is now in full swing. In the last two weeks, the leadership of the House Financial Services Committee and Treasury have jointly proposed a revised version of the Obama Administration proposals of last summer. Thereafter, the House Financial Services Committee began to amend the proposal, titled the Financial […]
Click here to read the complete postThe Wrong Prescription? Revisiting the Justification for Poison Pills
One of the fundamental tenets of market capitalism is the freedom of willing buyers and willing sellers to transact business. Ironically, this basic rule does not apply in the world of corporate mergers and acquisitions. Because of so-called “poison pills,” corporate mergers and acquisitions effectively require the support of the target company’s board of directors. […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, BLB&G, Poison pills
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Bob Monks Delivers Lecture on Shareholder Activism
Robert Monks, a legendary shareholder activist and founder of ISS (which was later acquired by RiskMetrics) and the Corporate Library, recently gave a talk as part of the Shareholder Activism course here at Harvard Law School about the past, the present, and the future of shareholder activism. Mr. Monks began his talk by emphasizing the […]
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Posted in Corporate Elections & Voting, Program News & Events
Tagged ISS, Shareholder activism
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Shareholders: Part of the Solution or Part of the Problem?
(Editor’s Note: This post is based on an article that first appeared in the Atlantic.) As we now know all too well, the credit crisis and the global recession stemmed, in important part, from stark failures of boards of directors and operating business leadership in important financial institutions: the witch’s brew of leverage, poor risk […]
Click here to read the complete postPensions and Corporate Capital Structure Decisions
(Editor’s Note: This post comes to us from Anil Shivdasani of the University of North Carolina at Chapel Hill and Irina Stefanescu of Indiana University.) In our paper, How Do Pensions Affect Corporate Capital Structure Decisions?, which was recently accepted for publication in the Review of Financial Studies, we investigate the importance of pension contributions […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Corporate debt, Retirement plans, Taxation
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Don’t Ask, Don’t Tell: A Poor Framework for Risk Analysis by Both Investors and Directors
A clash is emerging between the needs and duties of directors and investors to manage risks, and attorneys who advise “don’t ask; don’t tell” to minimize corporate liability in any possible future litigation. The task of mitigating this clash falls on the shoulders of regulators at the Securities and Exchange Commission and the Financial Accounting […]
Click here to read the complete postEffective Board Engagement with Shareholders
Shareholders around the world are seeking greater dialogue with boards of directors of investee companies on an expanding array of topics. For example, demands by investors in the US and other markets for greater shareholder rights – such as an advisory vote on remuneration – are in part efforts to engage the board on important […]
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Posted in Academic Research, Boards of Directors
Tagged Boards of Directors, Shareholder communications, Shareholder meetings
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Noncompetition Agreements
(Editor’s Note: This post comes from Mark Garmaise of UCLA Anderson School of Management.) For most firms, the human capital of their employees is a core asset, but it is one over which they cannot exercise full ownership. Noncompetition agreements (also known as covenants not to compete) are contracts that restrict workers from joining (or […]
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Posted in Academic Research, Empirical Research
Tagged Employees, Non-competition agreements
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Raising the Bar: Re-Establishing Director Credibility
This article highlights that publicly traded business corporations and their directors have lost the confidence and trust of many, leading to an onslaught of proposed federal legislation which, if enacted, will catapult the federal government into the role of primary regulator of those companies and directors, which heretofore have been regulated under state law. This […]
Click here to read the complete postProxy Access: Where Are We Now And Where Should We Go
The SEC rule proposal for proxy access drew more than 500 comment letters, many of which suggested significant and often conflicting revisions to the proposed rule and identified issues that were not addressed by the proposed rule. Because of the complexity of the substantive issues and the importance of proxy access to corporate governance, the […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Private ordering, Proxy access, Proxy opt-out, Rule 14a-11, SEC
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