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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
Leveraged Buyouts and Private Equity
Per Stromberg and I have just completed Leveraged Buyouts and Private Equity. In the paper, we describe and present empirical evidence on the leveraged buyout and private equity industry, both firms and transactions. We start the paper by describing how the private equity industry works. We describe private equity organizations such as Blackstone, Carlyle, and […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Buyouts, Leveraged acquisitions, Private equity
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Reassessing the “Consequences” of Consequential Damage Waivers in Acquisition Agreements
In our article, Reassessing the “Consequences” of Consequential Damage Waivers in Acquisition Agreements, which was recently published in The Business Lawyer, we provide clarity on the issue of Consequential Damages. Even though consequential damage waivers are a frequent part of merger and acquisition agreements involving private company targets, we believe that few deal professionals understand […]
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Posted in Mergers & Acquisitions, Practitioner Publications
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CSX/ TCI Decision Webcast
I am posting the audio recording of the recent webcast in which a number of my colleagues analyzed the consequences of the court’s decision in the CSX case which held that two hedge fund investors had violated the provisions of Section 13(d) of the Securities Exchange Act of 1934, and Rule 13d-3(b) thereunder, by using […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged CSX v. TCI, Exchange Act, Rule 13d-3
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An Investigation of Earnings Management through Marketing Actions
My recently updated working paper An Investigation of Earnings Management through Marketing Actions, co-written with Thomas J. Steenburgh provides a novel view on earnings management. Earnings management behavior may be divided into two categories: 1) the opportunistic exercise of accounting discretion; and 2) the opportunistic structuring of real transactions. This paper focuses on the latter […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Earnings management
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Institutional Investors and Proxy Voting
In our paper, Institutional Investors and Proxy Voting: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation, Martijn Cremers and I examine the impact of the mutual fund voting disclosure rule on corporate governance by examining its effect on proxy voting outcomes. We presented our paper at the National Bureau of Economic Research Conference […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research
Tagged Disclosure, Institutional Investors, Mutual funds, Proxy voting, SEC
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The Role and Value of the Lead Director — A Report from the Lead Director Network
Following the corporate scandals in the early part of this decade, there were calls to fundamentally change the way U.S. public company boards were structured — with some advocating for the “European model” of boards being led by independent chairmen rather than by a combined chairman-CEO. Many U.S. board members and business groups questioned whether […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Lead directors
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Delaware Enforces a Fiduciary Opt Out in a Publicly Held Firm
Last month I discussed the emerging importance of what I call “uncorporate” governance – that is governance characteristic of partnership-type firms – for large, publicly held firms. As elaborated in my Uncorporating the Large Firm, a critical aspect of these firms is that they substitute distributions, liquidation rights and high-powered managerial incentives for traditional corporate […]
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Posted in Boards of Directors, Court Cases, Legislative & Regulatory Developments
Tagged Delaware articles, Delaware law, Fiduciary outs, Public firms
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Unintended Consequences of Granting Small Firms Exemptions from Securities Regulation
In our paper Unintended Consequences of Granting Small Firms Exemptions from Securities Regulation: Evidence from the Sarbanes-Oxley Act, we investigate whether the enactment of SOX created incentives for certain firms to stay small – in particular to keep their public float below $75 million, the threshold in the SEC’s definition of “non-accelerated” filers. Since 2003, […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged SEC, Securities regulation, Small firms, SOX
1 Comment
De-Coupling of Ownership, Economic and Voting Power in Public Companies – The UK’s Response
Ted Mirvis, Bill Savitt, David Shapiro and I have written a memo entitled “De-Coupling of Ownership, Economic and Voting Power in Public Companies – The UK’s Financial Services Authority (FSA) Moves Decisively to Close the Gap.” The memo considers the decision of the Financial Services Authority – the UK’s financial and securities markets regulatory authority […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Derivatives, Europe, Exchange Act, Exchange Act s.13, FSA, Ownership, UK
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Which CEO Characteristics and Abilities Matter?
Given their leadership positions and compensation, CEOs likely have a significant impact on their companies’ success. And, of course, there is a great deal of anecdotal evidence about what CEOs do and how they matter, particularly in the popular press. Surprisingly, economic theorists provide little guidance, and there is very little systematic, large sample, empirical […]
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Posted in Academic Research, Empirical Research
Tagged Executive performance, Manager characteristics
1 Comment