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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
JCPenney Joins Firms Agreeing to Adopt my Poison Pill Bylaw
Editor’s Note: This post is from Lucian Bebchuk of Harvard Law School. JCPenney became the third company this proxy season to reach an agreement with me to amend its by-laws to limit the adoption of poison pills. The adopted by-law is based on a shareholder proposal to amend the company’s by-laws that I submitted for […]
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Posted in Boards of Directors, Mergers & Acquisitions, Program News & Events
Tagged Charter & bylaws, Poison pills, Shareholder proposals
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Delaware General Corporation Law
Editor’s Note: This post is from Lawrence A. Hamermesh of Widener University School of Law. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. The materials generated in the drafting of the 1967 revision to […]
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Posted in Legislative & Regulatory Developments
Tagged Delaware law, Delaware legislation
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Consequences of Delayed SEC Filings
Three federal district courts have now ruled that a company’s delay in filing its Form 10-Q or 10-K with the SEC does not violate either (1) a widely used indenture provision that requires issuers to deliver copies of such reports to an indenture trustee within a specified time after their filing with the SEC or […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Filings, SEC
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Healthy Hedge Funds, Sick Banks
I recently circulated an AEI Financial Services Outlook entitled Healthy Hedge Funds, Sick Banks. The essay discusses the regulatory implications of the unregulated hedge fund industry’s apparent health when compared to the financial weakness of the heavily regulated banking industry in the current subprime crisis. The principal question addressed in the essay is whether the […]
Click here to read the complete postAFL-CIO Proxy Voting: A Response to Agrawal and Kaplan
Editor’s Note: This post is from Daniel F. Pedrotty pf the AFL-CIO. The Agrawal study is described on our blog here; the initial AFL-CIO response is available on our blog here; two reactions to that AFL-CIO response – from Ashwini Agrawal and from Steven Kaplan – are available here. Regarding the recent posting by Mr. […]
Click here to read the complete postHold-up, Asset Ownership, and Reference Points
On March 17, I presented my paper titled Hold-up, Asset Ownership, and Reference Points in the Law, Economics, and Organization Seminar here at the Law School. This paper studies two parties who desire a smooth trading relationship under conditions of value and cost uncertainty. The existing literature in this area has found that trading relationships […]
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Posted in Academic Research, HLS Research
Tagged Contracts, Ownership
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How Fair are Fairness Opinions?
The recent acquisition of Bear Stearns by J.P. Morgan has cast a spotlight on the reliability of fairness opinions. On March 16, when the board of Bear Stearns agreed to sell the company for $2 a share, the investment banking firm Lazard Ltd., who was acting as Bear Stearns’ main adviser, provided the board with […]
Click here to read the complete postUp Close and Personal: House Hearing on CEO Pay and the Mortgage Crisis
Editor’s Note: This post is from Broc Romanek of TheCorporateCounsel.net. Up Close and Personal: House Hearing on CEO Pay and the Mortgage Crisis My colleague Dave Lynn wandered down to the House Hearing on severance pay recently and wrote up these thoughts (for other reports, see the WSJ article and NY Times article): “The hearing […]
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Posted in Executive Compensation, Financial Crisis, Op-Eds & Opinions
Tagged Executive Compensation, Financial crisis, Mortgage lending, Severance
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“Redeveloping” Corporate Governance
Once-in-a-generation capital projects at nonprofit cultural institutions require heightened involvement by trustees. Because major projects impose unusual legal, financial, risk management, and other obligations on charitable organizations, the familiar principles of not-for-profit good governance become amplified and require even greater attention. What special obligations do trustees have to help their organizations manage such an undertaking? […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Charitable spending, General governance, Nonprofits
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Executive Compensation 2008
My partners Michael J. Segal, Jeannemarie O’Brien, Adam J. Shapiro and Jeremy L. Goldstein recently issued Executive Compensation 2008, a memorandum outlining key recommendations for directors to consider as they address executive compensation matters in the year ahead. The memorandum considers the importance of rewarding long-haul performance, paying for performance and retention, planning for executive […]
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