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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Power of Proxies and Shareholder Resolutions
On October 15, Lance E. Lindblom, President and CEO of The Nathan Cummings Foundation, gave a presentation at Harvard Law School on shareholder activism. Based in New York City, The Nathan Cummings Foundation is a grant-making body committed to democratic values, social justice, and building a socially and economically just society. With an endowment of […]
Click here to read the complete postProxy Access and Shareholder Empowerment
Editor’s Note: This post comes to us from J.W. Verret, a former Olin Fellow in Law and Economics who has written extensively on corporate governance matters. Lynn Stout previously posted on her Wall Street Journal op-ed on the SEC’s upcoming vote on proxy access here; Jay Brown responded to that piece in this post; and Lucian Bebchuk […]
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Posted in Corporate Elections & Voting, Op-Eds & Opinions, Securities Regulation
Tagged Proxy access, SEC, Shareholder power
2 Comments
What Happens to Votes on Stockowner Proposals?
Corporate democracy depends upon stockowners being able routinely to promote actions on the governance of the corporation. Unfortunately, managements have been able to ignore votes on stockowner proposals, essentially doing whatever they choose notwithstanding the shareholder vote. Bylaws are typically bereft of any provisions governing the implementation of stockowner proposals, and it is nearly impossible […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Fund for Stockowners' Rights, Shareholder power, Shareholder proposals
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Efforts To Protect Privilege Falling Short
The National Law Journal recently published Efforts To Protect Privilege Falling Short, an analysis of the effectiveness of the so-called McNulty Memorandum, which is designed to curb misconduct by prosecutors seeking privileged information from companies during corporate investigations. The article describes a report on the issue recently produced by former Delaware Chief Justice E. Norman Veasey, […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Information asymmetries, Insider trading
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Scheme Supreme
I recently published Scheme Supreme, an analysis of Stoneridge Investment Partners LLC v. Scientific Atlanta, Inc., in which the Supreme Court will decide whether third parties may be held liable for violations of federal securities laws. The article points out that much commentary on Stoneridge has oversimplified the case, suggesting that third-party liability was foreclosed […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Rule 10b-5, Section 10(b), Securities regulation, Stoneridge Investment v. Scientific Atlanta, Supreme Court
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Judicial Scrutiny of Deal Protection Measures
One consequence of the M&A boom that charged into the first half of 2007 before sputtering out this summer is that it put the validity of deal-protection measures back in the spotlight. I co-authored a piece with Travis Laster in last month’s M&A Lawyer entitled Judicial Scrutiny of Deal Protection Measures that discusses several recent […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Deal protection, Delaware articles, Delaware law
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The SEC: Gatekeeper of Shareholder Rights?
Editor’s Note: The following post is from J. Robert Brown, Jr., University of Denver Sturm College of Law, and Sandeep Gopalan, Arizona State University Sandra Day O’Connor College of Law. Lynn Stout discussed her Wall Street Journal op-ed on the SEC’s upcoming vote in a post available here. Lucian Bebchuk recently posted here on a […]
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Posted in Corporate Elections & Voting, Op-Eds & Opinions, Securities Regulation
Tagged Proxy access, SEC, Shareholder rights
1 Comment
Does Delaware Compete?
On Friday, September 28, on the occasion of the Annual Francis G. Pileggi Distinguished Lecture in Law, sponsored by Widener University Law School’s Delaware Journal of Corporate Law, Harvard Law Professor Mark Roe presented his paper Does Delaware Compete?. The audience included leading Delaware lawyers and judges–both sitting and retired–eager to hear about the state […]
Click here to read the complete postThe Economic Consequences of Legal Origins
Recently, in the Law School’s Seminars in Law & Economics and Law, Economics, and Organization, Florencio Lopez de Silanes presented his latest work with Rafael La Porta and Andrei Shleifer (LLS) on legal origins. Over the last ten years, LLS and different co-authors collected data on various sets of legal rules in up to 129 […]
Click here to read the complete postCEO Tenure, Performance and Turnover
The Program on Corporate Governance has recently released our paper CEO Tenure, Performance and Turnover in S&P 500 Companies. As Dennis Berman noted recently, our study identifies two groups of CEOs, ”owner-CEOs” and ”manager-CEOs,” and shows that manager-CEO retirements increase substantially during the fifth year of the CEO’s tenure. The abstract of the piece is […]
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Posted in Academic Research, Boards of Directors, Empirical Research, HLS Research
Tagged Executive performance, Executive turnover
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