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• Case | HBS Case Collection | October 2020

  Digging for Gold: Paulson & Co.’s Activism in the Gold Sector

  Suraj Srinivasan and Jonah S. Goldberg

  The case describes the efforts of hedge fund Paulson & Co to influence corporate governance and improve performance in the gold industry. In an innovative move, the hedge fund led the creation of the Shareholder Gold Council, a consortium of large investors in gold companies to push gold mining companies to adopt higher levels of corporate governance. The case describes the motivation and process that led to the creation of the SGC and the initial work of the SGC. The case also discusses the variety of techniques that Paulson & Co uses to press for better performance at gold mining companies such as buying majority ownership and pursuing activist proxy contests in addition to its work at the SGC. The case serves as a vehicle for students to discuss how investors can engage with companies to drive their desired corporate governance goals. In particular, the case develops the idea of collective action by investors and the opportunities and challenges in doing so.

  Keywords: corporate governance; board of directors; hedge funds; shareholder activism; Governing and Advisory Boards; corporate accountability; gold; Corporate Governance; Governing and Advisory Boards; Corporate Accountability; Mining Industry; Canada; United States;

  Citation:

  Srinivasan, Suraj, and Jonah S. Goldberg. "Digging for Gold: Paulson & Co.’s Activism in the Gold Sector." Harvard Business School Case 121-021, October 2020.  View Details

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• Working Paper | HBS Working Paper Series | 2020

  The European Commission’s Sustainable Corporate Governance Report: A Critique

  Mark Roe, Holger Spamann, Jesse Fried and Charles Wang

  In July 2020, the European Commission published the “Study on directors’ duties and sustainable corporate governance” by EY. The Report purports to find evidence of debilitating short-termism in EU corporate governance and recommends many changes to support sustainable corporate governance. In this paper, we point out deep flaws in the Report’s evidence and analysis. We recently submitted the content of this paper in response to the European Commission’s call for feedback.
  First, the Report defines the corporate governance problem as one of pernicious short-termism that damages the environment, the climate, and stakeholders. But the Report mistakenly conflates time-horizon problems with externalities and distributional concerns. Cures for one are not cures for the others and a cure for one may well exacerbate the others. Second, the Report’s main ostensible evidence for an increase in corporate short-termism is rising gross payouts to shareholders (dividends and stock repurchases). However, the more relevant payout measure to assess corporations’ ability to fund long-term investment is net payouts (gross payouts minus equity issuances), which is much lower and has left plenty of funds available for long-term and short-term investment. Third, when the Report turns to other evidence for short-termism, it selectively picks academic studies that support its views on short-termism, while failing to engage substantial contrary literature. Significant studies fail to detect short-termism and some substantial studies show excessive long-termism. Conceptually, some short-termism is an unfortunate but an inevitable side effect of effective corporate governance and may not be a first-order problem warranting wholesale reform. Finally, the Report touts cures whose effectiveness has little evidentiary support and, for some, there is real evidence that the cures could be counterproductive and costly.

  Citation:

  Roe, Mark, Holger Spamann, Jesse Fried, and Charles Wang. "The European Commission’s Sustainable Corporate Governance Report: A Critique." Harvard Business School Working Paper, No. 21-056, October 2020.  View Details

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• Working Paper | HBS Working Paper Series | 2020

  Short-Termism, Shareholder Payouts, and Investment in the EU

  Jesse M. Fried and Charles C.Y. Wang

  Investor-driven “short-termism” is said to harm EU public firms' ability to invest for the long term, prompting calls for the EU to better insulate managers from shareholder pressure. But the evidence offered—in the form of rising levels of repurchases and dividends—is incomplete and misleading, as it ignores large offsetting equity issuances that move capital from investors to EU firms. We show that net shareholder payouts have been moderate, that both investment levels and investment intensity have been rising, and that cash balances have increased. In sum, the data provide little basis for the view that short-termism in the EU warrants corporate governance reforms.

  Keywords: Short-termism; quarterly capitalism; corporate governance; EU; dividends; equity issuances; equity compensastion; acquisition; capital flows; capital distribution; R＆D; investment; innovation;

  Citation:

  Fried, Jesse M., and Charles C.Y. Wang. "Short-Termism, Shareholder Payouts, and Investment in the EU." Harvard Business School Working Paper, No. 21-054, October 2020.  View Details

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