Compensation – Harvard Business Law Review (HBLR)

Corporate Governance, Featured, Home, U.S. Business Law, Volume 5

Changing Management in the Face of Shareholder Activism: Issues to Consider

By Juan Palacio Moreno / March 10, 2015

Recently it has become relatively common for shareholder activists to advocate for changes in senior management, not just changes in board composition. In the face of this pressure, some companies have announced changes to their leadership teams. These changes can create strife in the boardroom and tension among employees. Leadership transitions also raise a number of disclosure and other legal issues that companies should take into account if a board decides to respond to activism in this manner. This article provides a checklist of issues that regularly arise in these situations.

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Contingent Convertible Bonds and Banker Compensation: Potential Conflicts of Interest?

By wpengine / April 22, 2011

Gaurav Toshniwal:

Two issues related to financial regulation have received significant academic and regulatory attention since the financial crisis: Contingent Convertible Bonds (“CoCos”) and banker compensation. The discussion, however, has largely been silent on the interaction between the two. This brief note explores the potential conflicts that may exist in the design and implementation of CoCos because of the incentive structure created by managerial compensation. Regulators, academics and market participants will need to address these concerns in designing the regulatory framework for CoCo instruments and managerial compensation.