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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Shareholder Rights?
A recent decision of the federal District Court for the District of Massachusetts has ruled that I cannot serve as class representative in a securities-fraud class-action because, the court said, I am an “activist shareholder.” The decision concludes: “Both [John P.M.] Higgins and Monks are “shareholder activists” and, as such, subject to unique defenses. Specifically, […]
Click here to read the complete postCorporations Shouldn’t Be Democracies
Editor’s Note: This post is from Lynn A. Stout of Cornell Law School. We also recently posted a comment letter from thirty-nine other law professors urging the SEC not to adopt any proposal that would interfere with shareholder access to the corporate ballot. That post is available here. The Wall Street Journal recently published my […]
Click here to read the complete postWhat in the XBRL is Going On?
The SEC recently pulled out all the stops in marketing its “landmark” announcement that the XBRL taxonomy for U.S. financial reports using GAAP is ready to be tested by third parties–but not the general public quite yet–with an intended completion date of December 5th. (When their work is finished, XBRL tags will allow investors and […]
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Posted in Financial Regulation, Practitioner Publications
Tagged Accounting, Financial reporting, GAAP, SEC, XBRL
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Comment Letter of Thirty-Nine Law Professors in Favor of Placing Shareholder-Proposed Bylaw Amendments on the Corporate Ballot
Editor’s Note: This post is from Lucian Bebchuk of Harvard Law School. Thirty-nine law professors, including myself, have filed a comment letter in favor of placing shareholder-proposed bylaw amendments on the corporate ballot. The SEC has been seeking comments on two proposals that would allow companies to exclude all or some shareholder-proposed bylaw amendments concerning […]
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Posted in Corporate Elections & Voting, HLS Research, Legislative & Regulatory Developments
Tagged Charter & bylaws, Proxy access, Shareholder proposals
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Scheme Liability, Section 10(b), and Stoneridge
Next Tuesday, the Supreme Court of the United States will hear oral argument in Stoneridge Investment Partners v. Scientific Atlanta, the most important securities-law case in years. The question presented–when, if ever, shareholders may sue third parties for their participation in allegedly fraudulent transactions with a public corporation–could have profound economic and legal implications. The […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Section 10(b), Stoneridge Investment v. Scientific Atlanta, Supreme Court
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Motivations for Public Equity Offers: An International Perspective
I have recently posted my article Motivations for Public Equity Offers: An International Perspective, coauthored with Woojin Kim. The article examines the reasons that firms tap public equity markets by analyzing the ultimate uses of the funds raised through both initial public offerings (IPOs) and seasoned equity offerings (SEOs) in 38 countries between 1990 and […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Equity offerings, IPOs, Private equity
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The Rise of the Statutory Business Trust
This Thursday and Friday, Harvard Law Professor Robert Sitkoff, recently named one of Lawyers Weekly‘s up and coming lawyers of 2007, will travel to Delaware for a stay as a visiting scholar at Widener University School of Law. The visit will feature a presentation of his article Agency Costs, Charitable Trusts, and Corporate Control: Evidence […]
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Posted in Financial Regulation, HLS Research, Program News & Events
Tagged Trusts
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The “Tellabs Excuse” and Confidential Witnesses
Editor’s Note: This post is from J. Robert Brown, Jr. of the University of Denver Sturm College of Law. When the Supreme Court decided Tellabs, Inc v. Makor Issues last June, holding that securities-fraud plaintiffs must plead facts giving rise to a “powerful or cogent” inference of scienter to survive a motion to dismiss under the […]
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Posted in Court Cases, Securities Regulation
Tagged Class actions, Higginbotham v. Baxter, Makor v. Tellabs, Securities fraud
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Agency Costs, Charitable Trusts, and Corporate Control: Evidence from Hershey’s Kiss-Off
I recently posted my new article, Agency Costs, Charitable Trusts, and Corporate Control: Evidence from Hershey’s Kiss-Off, with my co-author Jonathan Klick, here. The article offers the first empirical analysis of the agency costs of the charitable trust form and will be published in the Columbia Law Review in Spring 2008. The Abstract explains: In July […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Financial Regulation, HLS Research
Tagged Agency costs, Charitable spending, Control rights, Trusts
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SEC Proposals on Shareholder Proxy Access
Wars have many fronts. The battle lines in the fight between the director-centric and the shareholder-centric models of the world now once again include the SEC, as it considers whether to allow shareholders to use a company’s proxy statement for director nominations. Vigilance is required, and unmasking the true agenda is essential to get to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Proxy access, SEC
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