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

Yes, Many CEOs of US Public Companies Really Are Overpaid…

Editor’s Note: This post is by Broc Romanek of TheCorporateCounsel.net. Here is a response to Professor Kaplan’s comments on the recent New York Times article about private equity funds. While it’s true that some private equity funds are luring sitting CEOs with higher pay, I think it’s far from a widespread trend. There are about 14,000 sitting […]

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

National Bureau of Economic Research / Review of Financial Studies Conference on Corporate Governance

Michael Weisbach and I are co-organizing a conference, jointly sponsored by the corporate governance project of the NBER and The Review of Financial Studies. Here is the call for papers: Corporate governance deals with the set of institutions designed to ensure that suppliers of finance recieve a return on their investment.  It is now widely […]

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Are CEOs of U.S. Public Companies Really Overpaid?

Editor’s Note: This post is by Steven Kaplan of the University of Chicago I was shocked (but encouraged) to read the New York Times yesterday. Instead of writing another article about how CEOs are massively overpaid, dishonest, or both, Andrew Sorkin and Eric Dash make a strong argument that U.S. CEOs are underpaid! According to the […]

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Posted in Boards of Directors, Executive Compensation, Op-Eds & Opinions, Private Equity | Tagged , | 5 Comments

One Bite of the Apple

The Wall Street Journal published today my op-ed piece on backdating and corporate governance. The piece, which builds on the Lucky CEOs and Lucky Directors studies discussed earlier in this blog, discusses backdating in Apple Computer and beyond. Here is what it says: Apple Computer annoucned a week ago the conclusions of a special board […]

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Court Rejects Settlement of Claims Challenging Private-Equity Deal

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. In a recent opinion in In re SS&C Technologies, Vice Chancellor Lamb refuses to approve a proposed settlement of claims challenging a management buy-out led by […]

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Posted in Court Cases, Mergers & Acquisitions, Private Equity | Tagged , , , , | 1 Comment

Directors Ignore Majority-Shareholder Malfeasance at their Peril

In an opinion issued yesterday in ATR-Kim Eng Financial v. PMHI Holdings, Vice Chancellor Strine concludes that two directors breached their duty of loyalty to a minority shareholder by standing by silently while the majority shareholder essentially liquidated the corporation’s assets and placed them into entities controlled by his family. The court concludes that the […]

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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , | 1 Comment

Lucky CEOs and Directors: How Serious Is the Problem?

Editor’s Note: This post is by Larry Ribstein, University of Illinois College of Law, www.ideoblog.org I appreciate the opportunity I’ve been given to post on this Harvard blog. Appropriately enough, I’m going to start with a response to the work highlighted on this blog of Bebchuk, Grinstein & Peyer (BGP) in Lucky Directors and Lucky […]

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And What a Year It Was!

Editor’s Note: This post is by TheCorporateCounsel.net With the Sarbanes-Oxley Act in the rear-view mirror for 4 years now, one would think that this would have been a quiet year for corporate governance developments. To the contrary, it was arguably the most dramatic year of change in recent history. Here is a snapshot of some […]

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Lucky Grants and Corporate Governance

Urs Peyer and I published this week in the Financial Times an op-ed piece about lucky grants and corporate governance. The op-ed piece drew on our Lucky CEOs study with some reference to the results in our new Lucky Directors study which we released this week. Below is what we said in our op-ed: More […]

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Lucky Directors

Yaniv Grinstein, Urs Peyer, and I just placed on SSRN a new paper, Lucky Directors. As in our earlier study released last month, Lucky CEOs, our approach is to focus on “lucky grants” awarded at the lowest price of the grant month. A key finding of our new study is that opportunistic timing of option […]

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