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

Bristol-Myers Squibb Adopts My CEO Pay Proposal

Editor’s Note: This post is by Lucian Bebchuk of Harvard Law School. Last week, Bristol-Myers Squibb followed Home Depot to become the second company to reform its pay-setting process on the basis of shareholder proposals I submitted.  Last fall I submitted to Bristol-Myers Squibb a shareholder proposal to adopt a bylaw provision requiring that decisions […]

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Posted in Corporate Elections & Voting, Executive Compensation, Program News & Events | Tagged , , , , , | 1 Comment

Pill Bylaw Proposal Gets 57% of Votes Cast at Disney

Editor’s Note: This post is by Lucian Bebchuk of Harvard Law School. At their annual meeting today, the shareholders of the Walt Disney Company voted a proposal I submitted to adopt a bylaw provision concerning board adoption of poison pills that I submitted. With 879,028,289 FOR and 626,587,117 AGAINST, and 25,884,804 abstentions, the proposal won […]

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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Program News & Events | Tagged , , , | 1 Comment

“Whiny” Shareholders and Access to Management’s Proxy Statement

Editor’s Note: This post is by J. Robert Brown, Jr. of the University of Denver Sturm College of Law. Lynn Stout (Paul Hastings Professor of Corporate and Securities Law at UCLA School of Law) today in the Wall Street Journal argues against allowing shareholder access to management’s proxy statement to elect directors, something under consideration […]

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Warren Buffett’s Frustration Over CEO Pay Practices

Editor’s Note: This post is by Broc Romanek of TheCorporateCounsel.net. Always a fascinating read, here is Warren Buffett’s 23-page 2007 letter to shareholders.  Warren always has something to say about executive compensation practices, and this year’s letter is no exception.  On page 19, he notes that he has served as a director on 19 boards […]

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The Goals and Promise of the Sarbanes-Oxley Act

The Journal of Economic Perspectives recently published my article, The Goals and Promise of the Sarbanes-Oxley Act.  The article responds to criticism of Sarbanes-Oxley as a costly regulatory overreaction, arguing that Sarbanes-Oxley, while imperfect, is likely to bring net long-term benefits.  The abstract describes the article as follows: The primary goal of the Sarbanes-Oxley Act […]

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Insider Luck

The Harvard Magazine‘s new issue features Insider Luck, a piece I wrote on how stock-option grants were gamed and what to do about it.  In addition to providing an informal and accessible summary of the findings of Lucky Directors and Lucky CEOs, the two studies I co-authored with Yaniv Grinstein and Urs Peyer on the opportunistic […]

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Recent Developments in the Caremark Litigation

Potter Anderson & Corroon (Delaware) has recently posted a short Memorandum on Chancellor Chandler‘s recent decision in the Caremark litigation.  In addition to adding some texture to the continuing discussion concerning termination fees, the decision could have important implications for deal structuring.

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It’s Simple Math (Even for University Presidents)

Editor’s Note: This post is by Broc Romanek of TheCorporateCounsel.net. Yesterday, I was quoted in this Indianapolis Star article as saying that “outside directors should devote 200 hours or more a year to adequately do their jobs.” For those following corporate governance, this shouldn’t be a bombshell, as others have thrown around 200 hours as […]

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Posted in Boards of Directors, Op-Eds & Opinions | Tagged , | 1 Comment

Why is the Public Corporation in “Eclipse”?

Editor’s Note: This post is by Larry Ribstein of the University of Illinois College of Law and www.ideoblog.org. Martin Lipton’s speech last week in Miami, Shareholder Activism and the ‘Eclipse of the Public Corporation’, noted yesterday, got a strong reaction from the NYT‘s Gretchen Morgenson on Sunday – she called it a “rant,” as I […]

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Posted in Boards of Directors, Corporate Elections & Voting, Op-Eds & Opinions | Tagged , | 1 Comment

Structural Changes and the Enforcement of Listing Standards

Editor’s Note: This post is by J. Robert Brown, Jr. of the University of Denver Sturm College of Law. A few weeks ago, the NASD announced that its members had approved the planned merger of regulatory functions with the NYSE.  The decision promises to consolidate broker-dealer regulation into a single self regulatory organization, solving, among other […]

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