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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
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 […]
Click here to read the complete postMartin Lipton on Shareholder Activism
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 Shareholder activism
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Did Reform of Prudent Trust Investment Laws Change Trust Portfolio Allocation?
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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Posted in Academic Research, Empirical Research, HLS Research
Tagged Capital allocation, Risk management, Trusts
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A Controversial New Proposal for Regulating Foreign Financial-Service Providers
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 Foreign firms, International governance, Registration exemptions, SEC, SEC enforcement
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The Small Business and Work Opportunity Act of 2007, “Severance” Pay, and President Bush on CEO Pay
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 […]
Click here to read the complete postThe Fine Line of Selling, Selling Out, the Firm
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 Buyouts
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Transatlantic Financial Services Regulatory Dialogue
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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Posted in HLS Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Capital markets, Europe, International governance, Securities regulation, SOX
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Rewarding Outside Directors
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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Posted in Boards of Directors, Executive Compensation, HLS Research
Tagged Director liability, Equity-based compensation, Executive Compensation, Legal systems, Outside directors
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