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

ABA Study on Private Equity Deal Points

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, September 14, 2007

Earlier this month, the Committee on Negotiated Acquisitions of the American Bar Association’s Section of Business Law released the 2007 Private Equity Buyer/Public Target M&A Deal Points Study.  I am the Chair of the Committee’s Market Trends Subcommittee which, in association with the Private Equity M&A Subcommittee, compiled the Study. The Study examines key deal […]

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Delaware’s Judges on Good Faith After Disney

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, September 13, 2007

Last year the Delaware State Bar Association sponsored a symposium entitled Good Faith After Disney: The Role of Good Faith in Organizational Relations in Delaware Business Entities.  The Judicial Panel of the symposium featured Chief Justice Steele and Justice Jack Jacobs of the Delaware Supreme Court, as well as Chancellor Chandler of the Delaware Court […]

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Weisbach on Pay without Performance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, September 12, 2007

The most recent issue of the Journal of Economic Literature contains an essay in which Michael Weisbach, who recently joined us as a Guest Contributor, reviews Lucian Bebchuk’s and Jesse Fried’s Pay without Performance.  Weisbach reviews and evaluates in detail Bebchuk’s and Fried’s normative and positive claims on executive pay.  He concludes that the positive claims–Bebchuk’s […]

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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
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