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

You Say Ph.D., I Say Toast

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 28, 2007

For those interested in the vigorous debate among academics and practitioners on the virtues and vices of shareholder activism, Part V of Storming the Castle, Lawdragon‘s recent profile on the discussion panels held last year here at Harvard as part of Professor Robert Clark‘s and Vice Chancellor Leo Strine‘s course Mergers, Acquisitions, and Split-Ups, is […]

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Creditors Cannot Bring Direct Claims for Breach of Fiduciary Duty–But Substantial Questions Remain

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

In North American Catholic Educational Programming Foundation, Inc. v. Gheewalla, the Delaware Supreme Court, in a case of first impression, provided some clarity on the controversial issue of whether and to what extent creditors have the ability to assert fiduciary duty claims against directors.  The Supreme Court held, unequivocally, that “creditors of a Delaware corporation […]

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Shareholder Activists Risk Destroying Board Effectiveness

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

David A. Katz and Laura A. McIntosh of Wachtell, Lipton, Rosen & Katz have released this Memorandum detailing several proxy-access and executive-compensation proposals voted on during this year’s proxy season.  The Memorandum offers a highly insightful analysis of the effects of shareholder activism on corporate governance, concluding that “the specific interventions that are the subject […]

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Go Dick! Smile.

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 21, 2007

Lawdragon‘s recent six-part profile on the corporate law curriculum at Harvard, Storming the Castle, has offered readers fascinating insights on a series of panel discussions sponsored by the Program on Corporate Governance and hosted here in Cambridge as part of Mergers, Acquisitions, and Split-Ups, a new course taught by Professor Robert Clark and Vice Chancellor […]

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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Program News & Events | Tagged , | Comments Off on Go Dick! Smile.

Michael Jensen’s New Work on Integrity

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 20, 2007

Michael Jensen has a new work on integrity. Co-authored with Werner Erhard and Steve Zaffron, the work is titled Integrity: a Positive Model that Incorporates the Normative Phenomena of Morality, Ethics and Legality. (This link is to the authors’ PowerPoint presentation on the subject which is available on SSRN; the paper itself wil be publicly […]

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A Friendly Tale of Hot Dogs and Trainwrecks

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 19, 2007

As I mentioned last week, Lawdragon has recently published a six-part profile, Storming the Castle, that describes the innovative integration of insights from practice into the newest corporate law course offerings here at Harvard.  The profile emphasizes how Professor Robert Clark and Vice Chancellor Leo Strine, who last year co-taught Mergers, Acquisitions, and Split-Ups, populated […]

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Response: Bringing Directors and Stockowners Together

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 19, 2007

I can’t help but post a brief response to Carl Olson’s recent post about allowing shareholders to directly communicate with directors. Although I agree that many companies should be doing a better job of ensuring that directors hear the perspective of shareholders–and even hear directly from shareholders under certain circumstances–I think it is unreasonable and […]

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Bebchuk’s “Case for Increasing Shareholder Power”: An Opposition

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 15, 2007

Paul Rowe, William Savitt, and I have just released Bebchuk’s “Case for Increasing Shareholder Power”: An Opposition.  The Article argues that the sweeping changes in corporate law proposed in Lucian Bebchuk‘s The Case for Increasing Shareholder Power–in particular, vesting in shareholders the power to change the company’s charter and to authorize mergers–represent radical, risky changes […]

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Storming the Castle

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

Lawdragon has just published Storming the Castle, a six-part profile on the sweeping curricular changes that have generated unprecedented participation by practitioners in the newest offerings in corporate law coursework here at Harvard.  The profile offers a detailed look at Mergers, Acquisitions, and Split-Ups, a course co-taught by Professor Robert Clark and Vice Chancellor Leo […]

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Bringing Directors and Stockowners Together

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

Corporate governance theory states that the directors of corporations represent the interests of stockowners.  But in practice directors are prevented from hearing from individual stockowners and their views on corporate matters.  Conscientious fulfillment of corporate duties is obviously impaired. Longstanding corporate policies intentionally erect barriers for avenues of direct communication from stockowners to directors.  It’s […]

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