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

The Corporate Bar and Being a Director: A Dialogue with Vice Chancellor Strine and Marty Lipton

Editor’s Note: This post comes to us from John L. Reed of Edwards Angell Palmer & Dodge. John has previously posted here on his 2006 Corporate Governance Litigation Review. On November 27, in Boston, Massachusetts, two corporate law icons–Delaware Vice Chancellor Leo E. Strine, Jr., and Wachtell Lipton Rosen & Katz partner Marty Lipton–will present […]

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Posted in Financial Regulation, Securities Regulation, Speeches & Testimony | Tagged | 1 Comment

More On Loss Causation and Securities Class Actions

In an earlier post, I discussed my recent discussion paper on loss causation in Rule 10b-5 actions. (The paper is coming out in the November issue of The Business Lawyer.) One of the issues discussed in the paper is the “true financial condition” theory of loss causation. According to this theory (which we reject), if a […]

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CEO Centrality

The Harvard Law School Program on Corporate Governance just issued my discussion paper, CEO Centrality, co-authored with Martijn Cremers and Urs Peyer. Our abstract describes the paper as follows: We investigate the relationship between CEO centrality – the relative importance of the CEO within the top executive team in terms of ability, contribution, or power […]

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Corporate Social Policy and the SEC

Along with Laura J. Shaffer, Director of Shareholder Activities for the Nathan Cummings Foundation, I have prepared an op-ed on shareholder proposals requesting improved disclosure on major corporate social policy issues, including environmental risk and health care costs. The op-ed runs as follows: Last year, nearly 40% of the shares of Standard Pacific Corporation, one […]

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Corporate Integrity and Corporate Performance

On Monday, November 6, Ben Heineman, Jr., former General Counsel of GE, presented at the Law School’s Law and Finance Seminar. Heineman offered his insights on the role that general counsels play in corporate affairs, emphasizing how they can help ensure that the firm is managed to achieve both high performance and high integrity. The […]

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Posted in Corporate Social Responsibility, Op-Eds & Opinions | Tagged | 1 Comment

The Future of Securities Regulation

Brian Cartwright, General Counsel of the SEC and a 1980 graduate of Harvard Law School, recently delivered an address entitled The Future of Securities Litigation. The talk offers a fascinating perspective on how we can expect securities markets–and the SEC’s regulatory approach–to change in the coming years. The speech emphasizes what Brian calls “deretailization,” or […]

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Michael Jensen’s and Werner Erhard’s Talk on Integrity

Last week, in Harvard Law School’s Seminar in Law, Economics, and Organization, Professor Michael Jensen and Werner Erhard presented a paper on integrity that they co-authored with Steve Zaffron. The slides used in their talk are available here. The abstract of their paper, entitled Integrity: A Positive Model that Incorporates the Normative Phenomena of Morality, Ethics, […]

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Are Regulators and Stock Exchanges Irresponsible?

Editor’s Note: This post comes to us from Shann Turnbull, Principal of the International Institute for Self-Governance. I have recently released a new paper, entitled Correcting the Failures in Corporate Governance Reforms, in which I argue that constructive governance reform will require regulators to recognize and address the shortcomings of existing reforms. I invite readers […]

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Posted in International Corporate Governance & Regulation, Securities Regulation | Tagged | Comments Off on Are Regulators and Stock Exchanges Irresponsible?

Poison Pills in a Comparative Perspective

Editor’s Note: This post comes to us from Till Immanuel Lefranc at Harvard Law School. Till invites comments at till.lefranc [at] gmail.com. The French Commercial Code was amended in 2006 in order to make poison pills possible in France. Only two months after the amendments were enacted, the general meeting of fifteen large companies gave its board […]

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Employers Scoring in Whistleblower Actions

The National Law Journal recently published Employers Scoring in Whistleblower Actions, which documents the consistent victories firms have enjoyed against former employees who claim the company retaliated against them for reporting corporate fraud. The Sarbanes-Oxley Act prohibits retaliation against such “whistleblowers,” but since the Act became law five years ago, only 17 retaliation complaints among […]

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