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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Creighton Condon
- Joan Conley
- Isaac Corré
- Arthur Crozier
- Ariel Deckelbaum
- Deb DeHaas
- John Finley
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn
- Jack B. Jacobs
- Jeffrey Kochian
- Paula Loop
- David Millstone
- Theodore Mirvis
- Toby Myerson
- Morton Pierce
- Philip Richter
- Barry Rosenstein
- Paul Rowe
- Marc Trevino
- Daniel Wolf
Programs Faculty & Senior Fellows
- Lucian Bebchuk
- Alon Brav
- Robert Charles Clark
- John Coates
- Alma Cohen
- Stephen M. Davis
- Allen Ferrell
- Jesse Fried
- Oliver Hart
- Ben W. Heineman, Jr.
- Scott Hirst
- Howell Jackson
- Wei Jiang
- Reinier Kraakman
- Robert Pozen
- Mark Ramseyer
- Mark Roe
- Robert Sitkoff
- Holger Spamann
- Guhan Subramanian
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
2017 Mid-Year Securities Enforcement Update
The first half of 2017 was unusually quiet for the SEC’s Division of Enforcement. This undoubtedly stemmed from the change in administration following the November election. With Chair Mary Jo White and various other members of the agency’s senior leadership (including the Director of the Division of Enforcement) stepping down, and only two sitting Commissioners […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Broker-dealers, Clawbacks, Disgorgement, Financial reporting, Insider trading, Investment advisers, Investor protection, SEC, SEC enforcement, Securities enforcement, Securities fraud, Whistleblowers
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Managerial Myopia and the Mortgage Meltdown
In a new study forthcoming in the Journal of Finance Economics, we present evidence that financial firm CEOs’ incentives for short-term focus played an important role in the subprime crisis of 2007-2009. Prominent policy makers and opinion leaders have asserted that incentives for managerial myopia were important drivers of the crisis. For example, the Financial Crisis Inquiry […]
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Posted in Academic Research, Banking & Financial Institutions, Executive Compensation, Financial Crisis
Tagged Banks, Financial crisis, Financial institutions, Incentives, Management, Managerial style, Risk-taking, Short-termism
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Delaware Update
Court held claims asserted against directors before the company was acquired by a third party were extinguished in the acquisition—Massey Energy Co. Litigation (May 4, 2017) The former stockholder-plaintiffs asserted “Caremark-type” claims that the Massey Energy directors had failed to exert proper oversight over the company’s operations, resulting in a mining explosion that claimed numerous lives, […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, DGCL, Director compensation, Disclosure, Incentives, Merger litigation, Mergers & acquisitions
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Deals Mid-Year Review and Outlook
So far, 2017 isn’t quite the year many deal forecasters were expecting. But at the midway point, it looks on track for a finish that won’t leave dealmakers gritting their teeth. A deals market that had a bullish start in 2017—anticipating what a new, business-friendly government administration might do—has calmed along with the stock market. […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Regulation
Tagged Cross-border transactions, Dodd-Frank Act, International governance, IPOs, Mergers & acquisitions, Private equity, Securities regulation, Tech companies
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CEO Succession Practices: 2017 Edition
According to a new report by The Conference Board, in 2016 CEO exits from underperforming companies have risen to a level unseen in 15 years amid record-high dismissals in the retail sector. In particular, last year the CEO of poorly performing companies had a 40 percent higher probability of being replaced than in 2015 and […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged Diversity, Executive Compensation, Executive performance, Executive turnover, Firm performance, Management, Pay for performance, Succession
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Issuers’ CEO/Chairman Structure Not Correlated with Firm Performance
The corporate governance structure of any public company must enable the company to achieve the appropriate balance between the powers of the board of directors, which is typically composed primarily of independent directors, and those of the CEO. The Commission on Public Trust and Private Enterprise, convened in 2002 “to address the causes of declining […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Practitioner Publications
Tagged Board independence, Boards of Directors, Firm performance, ISS, Management, Market reaction, Non-executive chairman, Proxy advisors, Shareholder voting
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The Evolving World of Delaware Appraisal
While other M&A-related litigation has decreased dramatically over the past couple of years based on the seminal Corwin and Trulia decisions, there has been a significant uptick in appraisal litigation (notwithstanding amendments to the appraisal statute in 2016 that eliminated de minimis appraisal cases). We note that, nonetheless, appraisal actions continue to be brought in a small minority of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Accounting, Acquisition agreements, Appraisal rights, Contracts, Delaware cases, Delaware law, Fairness review, Liability standards, Merger litigation, Mergers & acquisitions
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Common-Sense Capitalism
Recent developments in corporate governance indicate a welcome emphasis on common sense principles. Over the past year, leaders of prominent companies and institutional investment funds have proposed principles and a framework intended to guide U.S. corporate governance toward practices that promote the sustainable creation of long-term value. The shared goal of these two separate projects—the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accountability, Commonsense Principles, Corporate governance, Engagement, Institutional Investors, Long-Term value, Proxy advisors, Securities regulation, Shareholder voting, Stewardship, Stewardship Code, Wachtell Lipton
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Balancing Board Experience and Expertise
One criticism frequently leveled against boards of directors is that, when it comes to filling vacant board seats, they don’t cast the net widely enough. The numbers clearly show that boards often fill seats with candidates that have previous board experience—it’s even written right into the job description given to search firms in some cases. […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, Director qualifications, Diversity, Institutional Investors
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