Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

CVS Caremark Adopts My Proposal and Amends its By-laws

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, February 7, 2008

Editor’s Note: This post is from Lucian Bebchuk of Harvard Law School. CVS Caremark and I have reached an agreement under which the company adopted a by-law provision limiting 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 the company’s upcoming […]

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Posted in Boards of Directors, Corporate Elections & Voting, Program News & Events | Tagged , , , | 1 Comment

The Significance of Mercier v. Inter-Tel

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, February 6, 2008

Editor’s Note: This post is from Steven M. Haas of Hunton & Williams LLP. 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. I posted previously here on Vice Chancellor Strine’s decision in Mercier v. […]

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A Practitioner’s Guide to Electronic Shareholder Forums

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, February 5, 2008

Our firm has recently released a Corporate Governance Commentary providing an overview of the recent proxy rule amendments designed to encourage the use of electronic shareholder forums (for convenience, referred to as “e-forums”). The amendments were hastily adopted at a time when most of the attention was on proxy access. While the amendments were intended […]

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Forget Issuer Proxy Access and Focus on E-Proxy

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, February 4, 2008

I have just posted a forthcoming Vanderbilt Law Review article on issuer proxy access, Proxy Access in an Era of Increasing Shareholder Power: Forget Issuer Proxy Access and Focus on E-Proxy. The current draft is posted on SSRN here. The abstract is as follows: The current debate over shareholder access to the issuer’s proxy for […]

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Differences in Governance Practices Between U.S. and Foreign Firms

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, February 1, 2008

With my co-authors Reena Aggarwal (Georgetown), Isil Erel (Ohio State) and Rohan Williamson (Georgetown), I have recently completed a revision of the paper “Differences in Governance Practices between U.S. and Foreign Firms: Measurement, Causes, and Consequences.” The paper is available at SSRN. The paper is now forthcoming at The Review of Financial Studies. The paper […]

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Bebchuk Ranks First Among Law Professors on SSRN

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 31, 2008

As indicated in a recent Harvard Law School announcement, statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2007, the works of Harvard Law School’s corporate governance scholar Lucian Bebchuk have been downloaded more than the work of any other law professor. His papers have attracted a total […]

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Now Publicly Available: SEC’s Executive Compensation Comments and Responses

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 29, 2008

For the subset of the 350 companies that were both reviewed by the SEC’s Division of Corporate Finance as part of the executive compensation review project and have received one of these “all clear” letters from the Staff, you will soon find the SEC comment letter and the company response posted on the SEC’s EDGAR […]

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Tellabs redux

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 28, 2008

On Thursday, January 17, a Seventh Circuit Court of Appeals panel led by Judge Richard A. Posner handed down the Circuit’s second crack at the “strong inference” standard in the Tellabs matter. Makor Issues & Rights, Ltd. v. Tellabs, Inc., __ F.3d __, No. 04-1687, 2008 U.S. App. LEXIS 975 (7th Cir. Jan. 17, 2008). […]

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How Not to Govern

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 25, 2008

The recent governance crisis at the Smithsonian Institution came about through a toxic combination of unchecked arrogance by the CEO, a relatively disengaged Board, and a dysfunctional system of checks and balances. The Smithsonian appointed an independent review committee to take an unflinching look at corporate governance practices there. “How Not to Govern,” which was […]

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A Self Regulation Proposal for the Hedge Fund Industry

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 24, 2008

In 2003, The Securities Exchange Commission instituted a regulation requiring certain hedge funds, previously unregulated, to register as Investment Advisers. That regulation would have meant that funds would have become subject to an intense compliance inspection program. The SEC’s stated goals in instituting this proposal were to minimize instances of fraud perpetrated by hedge funds. […]

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