Archive for the ‘Program News & Events’ Category

Harvard Convenes the Corporate Governance Roundtable

Posted by Kobi Kastiel, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Monday March 23, 2015 at 9:15 am
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The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Corporate Governance last Wednesday, March 18. The event brought together for a roundtable discussion 75 prominent experts with a wide range of perspectives on this subject, including those of investors, issuers, advisors, and academics. Participants in the event, and the topics of discussion, are set out below.

The Roundtable, which was co-organized by Lucian Bebchuk, Stephen Davis, and Scott Hirst, was sponsored by a number of co-sponsors (listed here), the supporting organizations of the Program on Corporate Governance (listed on the program site here), and the institutional members of the Harvard Institutional Investor Forum (listed here).

The Roundtable sessions focused on board composition, and other current issues in corporate governance. The Roundtable began with discussion of board composition issues. The participants discussed a variety of issues on the topic, including director experience and skills, director tenure and age, board refreshment, board diversity and board evaluations. The Roundtable then moved to a discussion of proxy access and other current issues in corporate governance, and engagement between issuers and investors on such issues.

The participants in the Harvard Roundtable on Corporate Governance included:

…continue reading: Harvard Convenes the Corporate Governance Roundtable

Bebchuk Leads SSRN’s 2014 Citation Rankings

Posted by Kobi Kastiel, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Monday January 12, 2015 at 9:17 am
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Statistics released publicly by the Social Science Research Network (SSRN) indicate that, as was the case at the end of each of the seven preceding years, Professor Lucian Bebchuk led SSRN citation rankings for law professors at the end of 2014. As of the end of December 2014, Bebchuk ranked first among all law school professors in all fields in terms of the total number of citations to his work (as well as the total number of downloads of his work on SSRN).

Professor Bebchuk’s papers (available on his SSRN page here) have attracted a total of 4,314 citations. His top ten papers in terms of citations are as follows:

…continue reading: Bebchuk Leads SSRN’s 2014 Citation Rankings

The Short-Termism Debate at the Federalist Society Convention

Posted by Kobi Kastiel, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Monday November 17, 2014 at 9:16 am
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Editor’s Note: The following post relates to an empirical study of hedge fund activism issued by the Harvard Law School Program on Corporate Governance and co-authored by Professor Lucian Bebchuk, Alon Brav, and Wei Jiang. Lucian Bebchuk is Professor of Law, Economics, and Finance at Harvard Law School. Alon Brav is Professor of Finance at Duke University and a Senior Fellow of the Program. Wei Jiang is Professor of Finance at Columbia Business School, and a Senior Fellow of the Program.

Last week, The Federalist Society’s 2014 National Lawyers Convention featured a session dedicated to the short-termism debate and the evidence put forward by Professors Lucian Bebchuk, Alon Brav, and Wei Jiang in their study, The Long-Term Effects of Hedge Fund Activism. The session began with a presentation by Professor Bebchuk that outlined the key findings and implications of the study. Three panelists then offered their reactions to the study: Jonathan Macey, Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law, Yale Law School; Robert Miller, Professor of Law and F. Arnold Daum Fellow in Corporate Law, University of Iowa College of Law; and Steven Rosenblum, a partner at Wachtell, Lipton, Rosen & Katz. The debate was moderated by E. Norman Veasey, former Chief Justice, Delaware Supreme Court.

Professor Bebchuk’s presentation slides are available here. The Bebchuk-Brav-Jiang study is available here, and posts about the study, including one published by critics of the study, are available on the Forum here.

Harvard Convenes the Executive Compensation Roundtable

Posted by Scott Hirst, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Tuesday November 11, 2014 at 9:02 am
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The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Executive Compensation last Thursday, November 6. The event brought together for a roundtable discussion prominent representatives of the investor, issuer, advisor, and academic communities. Participants in the event, and the topics of discussion, are set out below.

The Roundtable, which was co-organized by Lucian Bebchuk, Stephen Davis, and Scott Hirst, was sponsored by Pearl Meyer & Partners. In addition to Pearl Meyer & Partners, the Roundtable was supported by a number of co-sponsors (listed here), the supporting organizations of the Program on Corporate Governance (listed on the program site here), and the institutional members of the Harvard Institutional Investor Forum (listed here).

The Roundtable sessions focused on both the process for determining executive compensation, and on substantive pay arrangements. The Roundtable discussion on issues relating to the process of determining executive compensation included discussion of the work of proxy advisors and their interaction with investors and issuers, engagement between issuers and investors themselves and compensation disclosure issues. The Roundtable then moved to a discussion of the substantive terms of compensation arrangements, including compensation levels, composition, and structures. Issues that were considered included the choice of peer groups, the composition of long-term and short-term incentive pay and contractual provisions such as claw-backs and golden parachutes.

The participants in the Harvard Roundtable on Executive Compensation included:

…continue reading: Harvard Convenes the Executive Compensation Roundtable

Why Commissioner Gallagher is Mistaken about Disclosure of Political Spending

Posted by Lucian Bebchuk, Harvard Law School, and Robert J. Jackson, Jr., Columbia Law School, on Monday November 10, 2014 at 9:04 am
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Editor’s Note: Lucian Bebchuk is Professor of Law, Economics, and Finance at Harvard Law School. Robert J. Jackson, Jr. is Professor of Law at Columbia Law School. Bebchuk and Jackson served as co-chairs of the Committee on Disclosure of Corporate Political Spending, which filed a rulemaking petition requesting that the SEC require all public companies to disclose their political spending, discussed on the Forum here. Bebchuk and Jackson are also co-authors of Shining Light on Corporate Political Spending, published last year in the Georgetown Law Journal. A series of posts in which Bebchuk and Jackson respond to objections to an SEC rule requiring disclosure of corporate political spending is available here.

Last week, Securities and Exchange Commissioner Daniel Gallagher took the unusual step of publishing a letter to the editor of the New York Times expressing his opposition to the SEC even considering companies’ disclosure of political spending. In his letter, the Commissioner vows “to fight to keep” the subject off the SEC’s agenda. As explained below, however, his letter fails to provide a substantive basis for his vehement opposition to transparency in corporate spending on politics.

…continue reading: Why Commissioner Gallagher is Mistaken about Disclosure of Political Spending

The Million-Comment-Letter Petition: The Rulemaking Petition on Disclosure of Political Spending Attracts More than 1,000,000 SEC Comment Letters

Posted by Lucian Bebchuk, Harvard Law School, and Robert J. Jackson, Jr., Columbia Law School, on Thursday September 4, 2014 at 11:00 am
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Editor’s Note: Lucian Bebchuk is Professor of Law, Economics, and Finance at Harvard Law School. Robert J. Jackson, Jr. is Professor of Law at Columbia Law School. Bebchuk and Jackson served as co-chairs of the Committee on Disclosure of Corporate Political Spending, which filed a rulemaking petition requesting that the SEC require all public companies to disclose their political spending, discussed on the Forum here. Bebchuk and Jackson are also co-authors of Shining Light on Corporate Political Spending, published last year in the Georgetown Law Journal. A series of posts in which Bebchuk and Jackson respond to objections to an SEC rule requiring disclosure of corporate political spending is available here. All posts related to the SEC rulemaking petition on disclosure of political spending are available here.

In July 2011, we co-chaired a committee of ten corporate and securities law experts that petitioned the Securities and Exchange Commission to develop rules requiring public companies to disclose their political spending. We are delighted to announce that, as reflected in the SEC’s webpage for comments filed on our petition, the SEC has now received more than a million comment letters regarding the petition. To our knowledge, the petition has attracted far more comments than any other SEC rulemaking petition—or, indeed, than any other issue on which the Commission has accepted public comment—in the history of the SEC.

…continue reading: The Million-Comment-Letter Petition: The Rulemaking Petition on Disclosure of Political Spending Attracts More than 1,000,000 SEC Comment Letters

Bebchuk Included in the Thomson Reuters List of Most Influential Authors in all Research Fields

Posted by Kobi Kastiel, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Monday June 23, 2014 at 9:09 am
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Professor Lucian Bebchuk was recently included in the list of most highly cited authors in academic research during 2002-2012 issued by Thomson Reuters.

Spotlighting the standout researchers of the last decade, Thomson Reuters has issued Highly Cited Researchers, a compilation of influential names in science. These researchers earned the distinction by writing the greatest numbers of reports officially designated by Essential Science Indicators as Highly Cited Papers—ranking among the top 1% most cited for their subject field and year of publication—between 2002 and 2012. According to Thomsen Reuters, “the listings of Highly Cited Researchers feature authors whose published work in their specialty areas has consistently been judged by peers to be of particular significance and utility.”

…continue reading: Bebchuk Included in the Thomson Reuters List of Most Influential Authors in all Research Fields

Bebchuk and Coates Articles Selected Among the Top Ten Corporate and Securities Articles of 2013

Posted by Kobi Kastiel, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Monday May 12, 2014 at 9:33 am
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This year’s list of the Ten Best Corporate and Securities Articles, selected by an annual poll of corporate and securities law academics, includes two selections from Harvard Law faculty associated with the Program on Corporate Governance: Professor Lucian Bebchuk and Professor John Coates.

The top ten articles were selected from a field of 550 pieces. Professor Robert Thompson of Georgetown Law School conducted the annual poll, and the selected articles will be reprinted in an upcoming issue of the Corporate Practice Commentator.

…continue reading: Bebchuk and Coates Articles Selected Among the Top Ten Corporate and Securities Articles of 2013

75% of 2014 Engagements Have Already Produced Agreements to Declassify

Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is a counsel at the SRP. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded companies, as well as on research and policy projects related to corporate governance. Any views expressed and positions taken by the SRP and its representatives should be attributed solely to the SRP and not to Harvard Law School or Harvard University. The work of the SRP has been discussed in other posts on the Forum available here.

In a news alert released last week, the Shareholder Rights Project (SRP), working with SRP-represented investors, announced the high level of company responsiveness to engagements during the 2014 proxy season. In particular, as discussed in more detail below, major results obtained so far include the following:

  • Following active engagement, about three-quarters of the S&P 500 and Fortune 500 companies that received declassification proposals for 2014 annual meetings from SRP-represented investors have already entered into agreements to move towards board declassification.
  • This outcome reinforces the SRP’s expectation (announced in a blog post available here) that, by the end of 2014, the work of the SRP and SRP-represented investors will have resulted in about 100 board declassifications by S&P 500 and Fortune 500 companies.

…continue reading: 75% of 2014 Engagements Have Already Produced Agreements to Declassify

HLS Corporate Faculty Excels in SSRN’s 2013 Citation Rankings

Posted by Scott Hirst, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Tuesday January 21, 2014 at 9:16 am
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Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2013, Harvard Law School professors and senior fellows associated with the Program on Corporate Governance featured prominently on SSRN’s law author rankings. These professors and fellows captured ten of the top 100 slots among the top 100 law authors in all legal areas in terms of citations to their work. No corporate faculty group at any other law school comes even close to this level of citation prominence.

As in previous years, Professor Lucian Bebchuk was ranked first among all law school professors (a post about Professor Bebchuk’s ranking is available here and his papers are available on his SSRN page here). In addition, nine other professors and senior fellows associated with the Program on Corporate Governance are included among SSRN’s 2013 top 100 law authors:

…continue reading: HLS Corporate Faculty Excels in SSRN’s 2013 Citation Rankings

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