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

Poison Pills in a Comparative Perspective

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, November 7, 2007

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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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions | Tagged , | Comments Off on Poison Pills in a Comparative Perspective

Employers Scoring in Whistleblower Actions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, November 6, 2007

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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Delaware Court Refuses to Require Disclosure of Internal Projections

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, November 5, 2007

It may not have been a Chancellor who famously said: “Predictions are difficult to make, especially about the future.” But as the Chancellor‘s recent opinion in Checkfree, summarized here, demonstrates, the point is not lost in Rodney Square. In declining to follow a path to a per se rule requiring disclosure of all projections before […]

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Shareholders Saying “No”: Freeze-Outs and the Case of Cablevision

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, November 1, 2007

Historically, merger proposals have almost always been approved by target-company shareholders. In fact, the Wall Street Journal recently reported that, since 2003, only 7 of 1,200 transactions have been voted down at shareholder meetings. Yet the M&A world has now seen this happen twice in the past four months. First, Carl Icahn’s proposal to acquire […]

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Countrywide’s Corporate Governance: Definitely Subprime

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 31, 2007

Countrywide Financial is a name that has come to be synonymous with the subprime meltdown that has shaken investors and sent the world’s central bankers scrambling to rejigger their playbook. Less attention has focused on Countrywide’s corporate governance and compensation practices, however. Therein lie some important clues to what is behind the turmoil now being […]

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Posted in Financial Crisis, Financial Regulation, Practitioner Publications | Tagged , , , | 1 Comment

Mandatory Disclosure and Stock Returns: Evidence from the Over-the-Counter Market

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 30, 2007

My paper Mandatory Disclosure and Stock Returns: Evidence from the Over-the-Counter Market just came out in the June edition of the Journal of Legal Studies. The paper examines the effects of the extension of the Exchange Act reporting requirements to the over-the-counter (“OTC”) market in 1964. This was the most important extension of reporting requirements in […]

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Europe’s Highest Court Strikes Down Takeover Protections in German Company

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 29, 2007

Many car advertisements on TV bear a legend explaining that the driving depicted is by professional drivers on a closed track–and warning viewers not to try the twists and turns at home. Well, maybe something like that could or should be said of the European Court of Justice‘s recent decision, a precis of which appears […]

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Posted in Mergers & Acquisitions, Practitioner Publications | Tagged , | 1 Comment

Another Blockbuster Merger Decision From Vice Chancellor Strine

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, October 26, 2007

  As a doctrinal matter, Inter-Tel will stir much debate. Vice Chancellor Strine held that Unocal reasonableness should be the sole standard of review for decisions related to shareholder meetings on mergers, and that the more exacting standard announced in Blasius should be limited to director elections. The Vice Chancellor hinted that he might favor […]

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The Year of Living Dangerously for GCs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 25, 2007

Editor’s Note: This post comes to us from Jonathan Hayter of the National Law Journal. The National Law Journal recently published The Year of Living Dangerously for GCs, which highlights the unprecedented increase this year in federal prosecutions of general counsels of major corporations. In the first nine months of this year, the article explains, […]

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Posted in Op-Eds & Opinions, Securities Litigation & Enforcement | Tagged | 1 Comment

Investor Litigation in the United States: Is It Working?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 24, 2007

Jay W. Eisenhofer, a partner in the law firm Grant & Eisenhofer P.A., recently presented his paper Investor Litigation in the U.S.–The System is Working here at Harvard Law School. Co-authored by Gregg S. Levin, the paper is critical of efforts to “discredit” the “long-established mechanism” of investor class actions. Investor Litigation in the U.S. discusses the reported […]

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Posted in Empirical Research, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , | Comments Off on Investor Litigation in the United States: Is It Working?
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