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HLS Faculty & Senior Fellows
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Daily Deal on Steve Bainbridge
Following up on yesterday’s post, The Daily Deal has also just published a profile of Steve Bainbridge. Also written by Dan Slater, that piece is available for our readers below. The Contrarian Stephen Bainbridge vs. Lucian Bebchuk: an intellectual battle “Yes, accountability is important, but there are countervailing advantages to authority that people like Lucian […]
Click here to read the complete postThe Daily Deal on Lucian Bebchuk
The Daily Deal just published a detailed profile of Lucian Bebchuk. The profile, written by Dan Slater, runs as follows: The Activist Professor By converting his academic work on takeover defenses and executive comp into bylaw proposals at major corporations, Harvard’s Lucian Bebchuk has become an unlikely corporate governance star At Home Depot Inc.’s 2006 […]
Click here to read the complete postThe Gheewalla Case: The Delaware Supreme Court Clarifies Directors’ Duties in Bankruptcy
In North American Catholic Educational Programming Foundation, Inc. v. Gheewalla, the Delaware Supreme Court settled a nagging question about corporate directors’ duties and liabilities to creditors, holding that “the creditors of a Delaware corporation that is either insolvent or in the zone of insolvency have no right, as a matter of law, to assert direct […]
Click here to read the complete postDelaware’s Zone of Insolvency Doctrine Refined
Doubtless, the “zone of insolvency” is a scary place. But it got a bit less scary, at least as to fiduciary claims against directors by creditors, when the Delaware Supreme Court affirmed the dismissal of a claim against the directors of Clearwire Holdings. The decision, noted in this Memorandum, suggests an important refining of who-owes-what-duties-to-who […]
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Posted in Bankruptcy & Financial Distress, Practitioner Publications
Tagged Clearwire Holdings, Delaware cases, Delaware law
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The VLR Symposium on The Myth of the Shareholder Franchise
The May 2007 issue of the Virginia Law Review is now out. The issue includes The Myth of the Shareholder Franchise, by Lucian Bebchuk, and five responses to it. The respondents put forward vigorous critiques to Bebchuk’s call for reforming corporate elections. One response, The Many Myths of Lucian Bebchuk, is by Martin Lipton and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Empirical Research, HLS Research
Tagged Shareholder elections, Shareholder voting
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Implications of the New SEC Penalty Policy
SEC Chairman Christopher Cox recently announced a new protocol for the negotiation of a monetary settlement by the agency’s enforcement staff. In a pilot test, the staff will be required to get a green light from the Commission before starting to negotiate. There is some uncertainty, to say the least, about how this will work, […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged SEC
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Toward Common Sense and Common Ground?: Remarks from Vice Chancellor Strine
The Law School’s Program on Corporate Governance has recently issued a discussion paper by Vice Chancellor Leo Strine, Toward Common Sense and Common Ground? Reflections on the Shared Interests of Managers and Labor in a More Rational System of Corporate Governance. The paper presents the Vice Chancellor’s recent remarks at the Spring Banquet for the Journal […]
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Posted in HLS Research, Practitioner Publications
Tagged Labor markets, Management
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The SEC, the Supreme Court, and Enron
The Wall Street Journal carried a story yesterday on the pressure building on the SEC to file an amicus brief supporting the petition for certiorari filed by the plaintiffs in the Enron securities litigation against the firm’s former financial advisors. In Regents of the University of California v. Credit Suisse, the Fifth Circuit reversed the certification of […]
Click here to read the complete postBuyer Beware: The Fiduciary Duties of a Buyer’s Board
Michael Pittenger, Michael Reilly, and I have prepared an article, Buyer Beware: The Fiduciary Duties of a Buyer’s Board, on Vice Chancellor Parsons‘s decision in Energy Partners, Ltd. v. Stone Energy Corp. The article discusses the fiduciary duties of buyer boards and posits that buyer boards may, in the appropriate circumstances, need to bargain for […]
Click here to read the complete postAppraisal Arbitrage: Will It Become a New Hedge Fund Strategy?
I have recently prepared this M&A Deal Commentary, Appraisal Arbitrage: Will It Become a New Hedge Fund Strategy?, explaining that the recent decision in the Transkaryotic shareholder litigation may spawn a new “market” in appraisal rights that will allow purchasers of shares after the record date to bring appraisal actions. As the Commentary notes, the […]
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Posted in Court Cases, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Transkaryotic
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