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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
“Clawbacks” of Executive Compensation
My colleagues and I recently published our thoughts on issues to be considered by boards of directors in deciding whether, and how, to implement provisions addressing the “clawback” of executive compensation. Clawback provisions have become increasingly common in the past few years, and we expect that they will remain a focal point for boards of […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Clawbacks, Executive Compensation
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Do Boards Pay Attention when Institutional Investor Activists ‘Just Vote No’?
In a forthcoming Journal of Financial Economics article co-written with Diane Del Guercio and Laura Seery, entitled Do Boards Pay Attention when Institutional Investor Activists ‘Just Vote No’?, we examine whether the external pressure of a ‘just vote no’ campaign is sufficient to motivate directors to act in shareholders’ interests. ‘Just vote no’ campaigns are […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Institutional Investors, Ousting directors, Shareholder activism, Withhold votes
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Board Manages CA, Inc. … No Way!
Editor’s Note: This post is from Joseph Hinsey of Harvard Business School. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. Earlier this year, the SEC submitted to the DE Supreme Court two questions pertaining […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged CA v. AFSCME, Delaware cases, Delaware law, Proxy materials, Shareholder nominations
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Board of Directors’ Responsiveness to Shareholders
In a recent working paper entitled Board of Directors’ Responsiveness to Shareholders: Evidence from Shareholder Proposals, Yonca Ertimur, Stephen Stubben and I investigate the frequency, determinants and consequences of boards’ responses to advisory shareholder proposals. Our sample consists of 620 non-binding, MV shareholder proposals between 1997 and 2004. In recent years, there has been a […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Executive Compensation
Tagged Board dynamics, Boards of Directors, Outside directors, Shareholder activism, Shareholder proposals
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Delaware Bankruptcy Court Expounds on Directors’ Duties in Financially Distressed Situations
The United States Bankruptcy Court for the District of Delaware recently issued a memorandum opinion in which it refused to dismiss breach of fiduciary duty claims against corporate directors who approved the sale of a financially distressed company’s assets on the eve of bankruptcy.[1] The Court’s opinion sheds light on directors’ duties, and what they […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Bankruptcy, Bridgeport v. Boyer, Delaware cases, Delaware law, Fiduciary duties
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Managerial Ownership Dynamics and Firm Value
In our forthcoming Journal of Financial Economics paper, Managerial Ownership Dynamics and Firm Value, Rüdiger Fahlenbrach and I examine the dynamics of managerial ownership for American firms from 1988 through 2003 and their relation to changes in firm value. We find that the average and median annual change in managerial ownership during that period is […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive ownership, Firm valuation, Ownership, Stock returns
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CA, Inc. v. AFSCME Employees Pension Plan
My firm has recently issued a memorandum on the Delaware Supreme Court’s decision in CA, Inc. v. AFSCME Employees Pension Plan. The Supreme Court’s decision addressed a proposed stockholder bylaw that would have required the Board of Directors of CA, Inc. to reimburse the reasonable expenses incurred by stockholders in conducting successful “short-slate” proxy contests. […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, CA v. AFSCME, Charter & bylaws, Delaware cases, Delaware law
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SEC Bars Naked Short Sales of Major Financial Firms; More is Needed
In response to the SEC’s emergency rule, issued Tuesday evening, barring short sales of stock in Fannie Mae, Freddy Mac and seventeen primary dealers, my colleagues Theodore A. Levine, Caitlin S. Hall and I have issued a memorandum entitled “SEC Bars Naked Short Sales of Major Financial Firms; More is Needed.” The emergency rule, which […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Financial institutions, SEC, Short sales
2 Comments
Delaware Supreme Court Issues Opinion on Shareholder-adopted Bylaws
We have received communications from several of our guest contributors. Ted Mirvis of Wachtell, Lipton, Rosen & Katz writes: The Delaware Supreme Court much-awaited decision on the AFSCME stockholder bylaw proposal did not disappoint. It is a thoughtful and important treatment of the intersection of stockholder and director authority. The director-centric view won. Here is […]
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