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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
The 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 […]
Click here to read the complete postBristol-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 […]
Click here to read the complete postPill 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 […]
Click here to read the complete post“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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Posted in Boards of Directors, Corporate Elections & Voting, Op-Eds & Opinions
Tagged Proxy access, Shareholder power
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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 […]
Click here to read the complete postThe 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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Posted in Academic Research, Financial Regulation, HLS Research, Legislative & Regulatory Developments
Tagged Accounting, Audits, PCAOB, SOX
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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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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Caremark merger, Delaware cases, Delaware law, In re Caremark
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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 Boards of Directors, Outside directors
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