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

Nonprofits Scramble Under New Scrutiny

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, September 11, 2007

The National Law Journal recently published Nonprofits Scramble Under New Scrutiny, an article describing nonprofits’ search for meaningful guidance on corporate governance standards in the wake of recent scandals at several nonprofits.  Congressional investigations, regulatory attention, and media scrutiny of loose financial controls at nonprofits have prompted several, including the American Red Cross, to undertake […]

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How Judges Talk to Lawyers: The Role of Informal Guidance in Business Law

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, September 10, 2007

Chief Justice Myron Steele of the Delaware Supreme Court recently delivered the keynote address to the American Bar Association’s Section of Business Law this year, entitled How Court Judges Talk to Lawyers: The Role of Informal Guidance in Business Law.  In that talk, the Chief Justice presented a thesis that he and I have elaborated […]

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Diffuse Ownership in the United States: A Myth?

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

Ever since Berle and Means published The Modern Corporation and Private Property in 1932, diffuse ownership has been considered the norm for U.S. public corporations.  And at least since La Porta et al.’s Law and Finance (1998) and Corporate Ownership around the World (1999), this aspect of US corporate governance has been considered exceptional from a […]

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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation | Tagged | 1 Comment

The Reyes Conviction and Federal Intervention in Compensation Decisions

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

Editor’s Note: This post is from J. Robert Brown, Jr. of University of Denver. One of the most interesting aspects of the recent conviction of Gregory Reyes, the former CEO of Brocade, concerns the use of federal criminal law to police executive compensation matters.  Reyes was accused of participating in a backdating scheme.  The most […]

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Trading Places

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

The National Law Journal recently published Trading Places, a fascinating profile describing the increased demand Sarbanes-Oxley has generated for former federal prosecutors with expertise in corporate-governance litigation to serve as white-collar defense counsel to executives after leaving government.  The profile describes the experience of, among others, David Anders, who joined Wachtell, Lipton, Rosen & Katz following […]

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Chancery: Rescheduling a Stockholder Vote on a Proposed Merger Satisfies Blasius Standard of Review

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, September 4, 2007

Since Chancellor Allen‘s landmark 1988 decision in Blasius Industries, Inc. v. Atlas Corp., the Delaware courts have grappled with the appropriate standard of review for board actions directly affecting the stockholder voting process.  In this Memorandum, Mark Hurd, Jay Moffitt, and I discuss the courts’ most recent effort to resolve that question, Mercier v. Inter-Tel.  […]

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Posted in Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications | Tagged , , , | Comments Off on Chancery: Rescheduling a Stockholder Vote on a Proposed Merger Satisfies Blasius Standard of Review

Greed, Not Firms’ Well-Being, Was Motive for Backdating

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

Editor’s Note: This post is from Jesse Fried of Harvard Law School. The San Jose Mercury News recently published my op-ed piece on the recent criminal conviction of Greg Reyes, the former CEO of Brocade, for securities fraud in connection with options backdating.  The op-ed runs as follows: Greed, Not Firms’ Well-Being, Was Motive for […]

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Posted in Executive Compensation, HLS Research, Op-Eds & Opinions | Tagged , , | 4 Comments

Leverage and Pricing in Buyouts: An Empirical Analysis

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 27, 2007

Ulf Axelson, Tim Jenkinson, Per Stromberg, and I have released Leverage and Pricing in Buyouts: An Empirical Analysis, a study of the financings of 153 large buyouts.  The Article gathers a sample of large recent buyouts and considers the impact of a number of factors on their pricing and structure.  The paper presents our findings […]

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Special Negotiating Committees: If, When, Who, and How

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

My colleagues Mark D. Gerstein and Bradley C. Faris of Latham & Watkins have released this Memorandum analyzing whether and when a company should consider empanelling a special negotiating committee when assessing a merger proposal that raises a conflict of interest.  The Memorandum begins by providing critical background for in-house counsel facing the difficult decision […]

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Delaying a Merger Vote Under Delaware Law: A New Standard of Review?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, August 22, 2007

Someone very famous once said that the common law grinds slowly but exceedingly fine (or something like that).  Someone else once said that when it comes to the stockholder franchise, the grinding can get bumpy.  Yet a third person is reported to have commented that, when you throw in the fact of life that stockholder activists […]

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