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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
Delaware Supreme Court to Rule on the Validity of Shareholder-Adopted Bylaws
The Staff of the Securities and Exchange Commission has certified to the Delaware Supreme Court two questions of law regarding the permissibility of a bylaw amendment submitted as a shareholder proposal to a Delaware corporation, CA, Inc. The amendment would require the company to reimburse reasonable stockholder expenses incurred in running a short slate of […]
Click here to read the complete postSovereign Wealth Fund Investment in the U.S. – An Update
Together with my colleagues Adam Emmerich and Sabastian V. Niles, I have issued a memorandum entitled “Sovereign Wealth Fund Investment in the U.S. – Six Months Later,” which discusses the surprising slowdown in SWF Activity in the U.S. since the end of 2007 and into the opening weeks of 2008 when investment activity by these […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications
Tagged Sovereign Wealth Funds
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Accounting Information as Political Currency
It is well known that firms contribute money to politicians. It is also widely held that such money, in the form of campaign contributions and lobbying expenditures, is used to buy access to and/or favors from politicians. Firms and politicians establish relationships with one another and the value to firms of such relationships likely increases […]
Click here to read the complete postComing Clean and Cleaning Up: Is Voluntary Disclosure a Signal of Effective Self-Policing?
Editor’s Note: This post is from Jodi L. Short of Georgetown University. As regulators increasingly embrace cooperative approaches to governance, voluntary public-private partnerships and self-regulation programs have proliferated. However, because few of these partnerships and programs have been subjected to robust evaluation, little is known about their effects. In my paper with Mike Toffel, “Coming […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Op-Eds & Opinions, Securities Regulation
Tagged Audits, Disclosure, Environmental disclosure, Institutional monitoring
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Entrepreneurial Shareholder Activism: Hedge Funds and Other Private Investors
My paper entitled “Entrepreneurial Shareholder Activism: Hedge Funds and Other Private Investors”, which I co-wrote with Emanuel Zur and which was recently accepted for publication in the Journal of Finance, examines recent aggressive campaigns by entrepreneurial shareholder activists, which we define as an investor who buys a large stake in a publicly held corporation with […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Securities Regulation
Tagged Entrepreneurs, Hedge funds, Shareholder activism
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Shareholder Activism and the “Eclipse of the Public Corporation”
On June 25, I presented a paper entitled “Shareholder Activism and the “Eclipse of the Public Corporation”: Is the Current Wave of Activism Causing Another Tectonic Shift in the American Corporate World?” at the 2008 Directors Forum of The University of Minnesota Law School. The paper discusses the pressures that have been pervasively eroding the […]
Click here to read the complete postExecutive Pay and Independent Compensation Consultants
My paper, Executive Pay and “Independent” Compensation Consultants, which I co-wrote with Kevin J. Murphy, analyzes two primary sources of conflicts of interest between consultants and their client firms. First, consultants have a conflict of interest whenever they design the pay packages of the same executives that have the power to reappoint them. Consultants who […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Boards of Directors, Compensation consultants, Compensation disclosure, Conflicts of interest, Executive Compensation
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The Fiduciary Duties of Directors of Troubled Companies: Emerging Clarity
For many years, there was a diversity of opinion — including judicial opinion — with respect to various issues connected to the duties of directors and officers in the troubled company situation. Can they be sued directly by creditors? Does the business judgment rule apply to protect them? Is there a tort called “deepening insolvency?” […]
Click here to read the complete post2007 Shareholder Activism
As part of an effort to provide insight into what types of companies activist hedge funds and private equity firms are targeting, Thomson Reuters tracks proxy battles on a quarterly basis. To that end, we recently released a report, entitled 2007 Shareholder Activism, for the fourth quarter of 2007. The purpose of our research is […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Practitioner Publications
Tagged Proxy contests, Shareholder activism
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