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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
Jonathan Macey and SOX
Editor’s Note: This post is by J. Robert Brown, Jr. of the University of Denver Sturm College of Law. In the weekend edition of the Wall Street Journal, Jonathan Macey (deputy dean at Yale Law School) embarked on an assault on SOX in an article entitled What Sarbox Wrought. He describes the Act as an […]
Click here to read the complete postSEC Chairman Cox Expounds on CD&A and Plain English
Editor’s Note: This post is by Broc Romanek of TheCorporateCounsel.net. A few weeks ago, I blogged about SEC Chairman’s Cox‘s first comments on incoming executive compensation disclosures under the new disclosure rules. Chairman Cox recently gave another speech further explaining why he believes that executive compensation disclosure, and particularly the CD&A, is not in plain English. The […]
Click here to read the complete postA “Valeant” Effort
Editor’s Note: This post is by Lawrence A. Hamermesh of the Widener University School of Law. 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. On March 1st, Vice Chancellor Lamb made a significant contribution […]
Click here to read the complete postWLRK 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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