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

Martin Lipton on Shareholder Activism

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, February 13, 2007

Here is an important address by Marty Lipton, Shareholder Activism and the ‘Eclipse of the Public Corporation‘, which rightly belongs here in the belly of the beast.  Part of the title derives from Professor Michael Jensen‘s famous 1989 piece in the Harvard Business Review, proving at least that there is much back to the future in the field.

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Posted in Corporate Elections & Voting, Practitioner Publications | Tagged | 1 Comment

WLRK Memorandum on Stock Option Backdating

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, February 12, 2007

Here is a short Memorandum from Wachtell, Lipton, Rosen & Katz on Chancellor Chandler‘s recent decisions on stock option backdating.  The decisions, In re Tyson Foods, Inc. Consol. S’holder Litig., and Ryan v. Gifford, repay reading, even if you read them well after they were written.

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Did Reform of Prudent Trust Investment Laws Change Trust Portfolio Allocation?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, February 8, 2007

The Program on Corporate Governance recently posted my new discussion paper with Max Schanzenbach, Did Reform of Prudent Trust Investment Laws Change Trust Portfolio Allocation?  Our Abstract describes the Article as follows: This paper investigates the effect of changes in state prudent trust investment laws on asset allocation in noncommercial trusts.  The old prudent man rule favored […]

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A Controversial New Proposal for Regulating Foreign Financial-Service Providers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, February 8, 2007

The Harvard International Law Journal has posted a striking new proposal by two senior SEC officials, Ethiopis Tafara and Robert J. Peterson, on how to regulate foreign financial service providers in U.S. capital markets.  A central issue in the debate over regulation of international financial service providers is whether and how domestic regulations should apply […]

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Posted in HLS Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , | Comments Off on A Controversial New Proposal for Regulating Foreign Financial-Service Providers

The Small Business and Work Opportunity Act of 2007, “Severance” Pay, and President Bush on CEO Pay

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, February 1, 2007

Editor’s Note: This post is by Broc Romanek of TheCorporateCounsel.net. On February 1st, the Senate overwhelmingly approved the Small Business and Work Opportunity Act of 2007. Sections 206 (pg. 79) and 214 (pg. 98) include amendments to the Internal Revenue Code that would significantly curtail any employee’s ability to defer compensation in excess of $1 […]

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Posted in Boards of Directors, Executive Compensation, Legislative & Regulatory Developments, Op-Eds & Opinions | Tagged , , | 5 Comments

The Fine Line of Selling, Selling Out, the Firm

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 30, 2007

An article by Dennis Berman in today’s Wall Street Journal describes the increasingly common phenomenon of CEOs engaging in discussions with buyout firms about a potential transaction without notifying their Board.  In some cases, the CEO enters into a confidentiality agreement and detailed negotiations over buyout terms without the Board’s knowledge.  (I described Vice Chancellor […]

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Posted in Boards of Directors, Mergers & Acquisitions, Op-Eds & Opinions | Tagged | Comments Off on The Fine Line of Selling, Selling Out, the Firm

Transatlantic Financial Services Regulatory Dialogue

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 29, 2007

Editor’s Note: This post is by Howell Jackson of Harvard Law School. The Program on Corporate Governance has just issued A Report on the Transatlantic Financial Services Regulatory Dialogue, a detailed analysis of the critical dialogue among U.S. and E.U. regulators on how to oversee increasingly interdependent international financial markets.  The Report‘s authors, Kern Alexander, Eilis Ferran, […]

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Rewarding Outside Directors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 29, 2007

Editor’s Note: This post is by Reinier Kraakman of Harvard Law School. The Program on Corporate Governance recently issued my new discussion paper with Assaf Hamdani, Rewarding Outside Directors.  The Abstract describes our piece as follows: While they often rely on the threat of penalties to produce deterrence, legal systems rarely use the promise of […]

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The M&A “Frenzy” of 2006: Top Bankers and Lawyers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 19, 2007

Last week the Wall Street Journal published its annual year-end review of merger activity for 2006.  In what the paper’s Dennis Berman called a vertiable “frenzy,” 2006 saw more than $3.7 trillion in deals worldwide, a 38% jump over transaction volume in 2005 and higher even than the previous record of $3.4 trillion, set in […]

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Initial Public Offerings Increase in 2006: Are We Entering a “Hot Period”?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 19, 2007

A recent report by Renaissance Capital shows that IPO volume increased to $43 billion in 2006, a 26% increase over the previous year. Since offerings reached a peak of $97 billion in 2000, public offerings have been fairly slight, reaching a low of just $15 billion in 2003. But after a small drop-off in 2005, offerings […]

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