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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
WLRK Memorandum on The Caremark Chronicles
Notwithstanding Chancellor Chandler‘s order last month delaying a shareholder vote on the deal, CVS and Caremark successfully closed their merger last week. The Chancellor delayed the vote until Caremark disclosed to shareholders their right to seek an appraisal and the structure of the fees paid to UBS and J.P. Morgan, which stood to gain considerably more from a […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Caremark merger, Delaware cases, Delaware law
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Ehud Kamar’s Study on the Consequences of SOX
Ehud Kamar presented a fascinating new paper last night at the Law School’s Law and Economics Seminar: Going-Private Decisions and the Sarbanes-Oxley Act of 2002: A Cross-Country Analysis. The paper, which is coauthored by Pinar Karaca-Mandic and Eric Talley, uses a difference-in-differences approach to measure whether small firms are being driven out of the U.S. […]
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Posted in Academic Research, Empirical Research, Legislative & Regulatory Developments, Mergers & Acquisitions, Program News & Events, Securities Regulation
Tagged Capital markets, Going private, Small firms, SOX
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Chancery Addresses Deficient Board Procedures in Approving Private Equity Transactions
Editor’s Note:This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. Vice Chancellor Leo Strine, who teaches at Harvard Law each fall, last week issued an opinion with potentially significant implications for shareholder challenges to going-private […]
Click here to read the complete postJust Who is Creating This Value, and at What Cost?
It has recently been suggested by some commentators on these pages that CEOs add great value and are entirely deserving of the substantial compensation they have been paid. The example of Jim Kilts–who, it is claimed, created some $20 billion in share value at Gillette and received total compensation of $150 million for his work–was […]
Click here to read the complete postComments on the SEC’s Mutual Fund Governance Rules
Editor’s Note: This post is by John Coates of Harvard Law School. An article in today’s Wall Street Journal describes the continuing debate on the Securities and Exchange Commission‘s rulemaking on mutual fund governance. In 2004, the SEC adopted rules (by a split vote of 3-2) that would have required mutual funds to have a 75% independent […]
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Posted in Boards of Directors, HLS Research, Securities Regulation
Tagged Mutual funds, OEA, SEC, U.S. federal courts
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Blogging the Nacchio Trial
Editor’s Note: This post is by J. Robert Brown, Jr. of the University of Denver Sturm College of Law. The trial of former Qwest CEO Joe Nacchio begins next Monday, March 19, in the federal district courthouse in downtown Denver. It is the last significant criminal case arising out of the corporate scandals that led […]
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Posted in Court Cases, Securities Litigation & Enforcement
Tagged Compliance & ethics, Insider trading, Qwest, SOX
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Executive Pay Players
The Wall Street Journal ran an article on the front page of today’s paper entitled How Five New Players Aid Movement to Limit CEO Pay. The article profiles five individuals, each representing a different type of player in what the Journal calls “an unusual movement that has turned executive-pay activism into a potent mainstream force.” […]
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Posted in Corporate Elections & Voting, Executive Compensation, Op-Eds & Opinions
Tagged Executive Compensation, Shareholder activism
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Warren Buffett on CEO Pay
Editor’s Note: This post is by Steven Kaplan of the University of Chicago. I thought I’d mention two items on Warren Buffett’s views on executive pay. (Broc Romanek posted here on Buffett’s 2007 letter to shareholders. In that letter Buffett described current pay practices as “[i]rrational and excessive.”) First, Berkshire Hathaway does not disclose what […]
Click here to read the complete postThe Hearing on Say on Pay
Editor’s Note: This post is by Lucian Bebchuk of Harvard Law School. Steve Kaplan posted below on the hearing that the Financial Services Committee of the House of Representatives held last week on proposed legislation that would require public companies to hold each year an advisory shareholder vote on the company’s executive compensation in the […]
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Posted in Corporate Elections & Voting, Executive Compensation, Speeches & Testimony
Tagged Executive Compensation, Financial Services Committee, Say on pay, US House
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Congressional Hearings on CEO Pay
Editor’s Note: This post is by Steven Kaplan of the University of Chicago. Chairman Barney Frank and the House Committee on Financial Services held hearings last week on CEO pay. Lucian Bebchuk, Nell Minow and I were among those who testified. My testimony is available here. The testimony argues and presents evidence that the typical […]
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