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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
Building the Strategic-Asset Board
In 1996, the Report of the NACD Blue Ribbon Commission on Director Professionalism made recommendations on issues including establishing mechanisms for appropriate director turnover/tenure limitations, evaluation of the full board and of individual directors, and ongoing director education. It stated, “the primary goal of director selection is to nominate individuals who, as a group, offer […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board communication, Board composition, Board evaluation, Board leadership, Board performance, Board tenure, Board turnover, Boards of Directors, Director nominations, Director qualifications, Engagement, Transparency
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Competition and Stability in Banking: The Role of Regulation and Competition Policy
Competition has been perceived with suspicion, and even suppressed for extended periods, in banking. After banking was liberalized, a process which started in the 1970s in the United States, it has become much more unstable, culminating with the 2007–2009 crisis which resembles the systemic banking problems of the 1930s. Is competition in banking good for […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Banks, Deregulation, Financial crisis, Financial institutions, Financial regulation, Investor protection, Prudence, Risk-taking, Securities regulation, Systemic risk, Too big to fail
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End of the First Proxy Access Campaign
America’s first proxy access campaign ended this week. In early November, funds controlled by Mario Gabelli nominated a candidate for election to the board of directors of National Fuel Gas Company (“NFG”) using the company’s proxy access bylaw. NFG then challenged the Gabelli funds’ eligibility under the proxy access bylaw. This Monday, the Gabelli funds’ nominee […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting
Tagged Boards of Directors, Charter & bylaws, Director nominations, Disclosure, Hedge funds, Proxy access, Rule 14a-8, Schedule 13D, Schedule 13G, Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder voting
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CEO Duality, Agency Costs, and Internal Capital Allocations
When a sole individual acts as both CEO and chair of the board of a firm, the resulting CEO duality creates one of the most contentious issues in the field of strategic leadership (Dalton et al., 2007; Finkelstein et al., 2009). While the global financial crisis triggered a wave of proposals to eliminate CEO duality […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation
Tagged Agency costs, Agency model, Board independence, Boards of Directors, Capital allocation, Executive Compensation, Firm valuation, Incentives, Management, Managerial style, Risk, Shareholder proposals
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Insider Trading Flaw: Toward a Fraud-on-The-Market Theory and Beyond
Since its inception, insider trading law has perplexed the legal community. Scholars have criticized the law for its lack of clarity and over-complexity. Such criticisms are understandable. Insider trading law is a dysfunctional hodge-podge of rules that make little intuitive sense. The problem arises in part because no U.S. statute defines insider trading. Nor does […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Fiduciary duties, Fraud-on-the-Market, Information asymmetries, Inside information, Insider trading, Section 10(b), Securities enforcement, Securities regulation, Supreme Court
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Taxing Top CEO Incomes
In our article, Taxing Top CEO Incomes, we ask: what should the marginal income tax rate on high earning CEOs be? Recent research suggests that it should be high, perhaps as high as 70 per cent or 80 per cent. This research is based on a formula due to Diamond and Saez (2011) that relates the […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Executive performance, Executive value, Labor markets, Management, Market efficiency, Shareholder value, Taxation
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The Case Against Fiduciary Entity Veil Piercing
When two of the nation’s leading business law jurists question a judge-made doctrine of a relatively recent vintage for giving rise “to a particularly odd pattern of routine veil piercing,” one senses that a doctrinal change may be stirring. In this case, those two jurists are Delaware Chief Justice Leo Strine and Delaware Vice-Chancellor Travis Laster. […]
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Posted in Academic Research, Boards of Directors, Court Cases
Tagged Beneficial owners, Boards of Directors, Conflicts of interest, Contracts, Corporate liability, Corporate veil, Delaware cases, Delaware law, Director liability, Fiduciary duties, Liability standards, Partnerships
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Proxy Access Test Drive Hits a Wall
You probably recall that, on November 9, 2016, GAMCO Asset Management Inc. (entity affiliated with activist investor Mario Gabelli) and certain affiliates used the proxy access bylaws recently adopted at National Fuel Gas Company, an NYSE-listed diversified natural gas company, to nominate a candidate for election to the company’s board at its 2017 annual meeting. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Disclosure, Hedge funds, Proxy access, Schedule 13D, Schedule 13G, Shareholder activism, Shareholder elections, Shareholder nominations, Shareholder proposals
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Why Enron Remains Relevant
The fifteenth anniversary of the Enron bankruptcy (December 2, 2001) provides an excellent opportunity for the general counsel to review with a new generation of corporate officers and directors the problematic board conduct that proved to have seismic and lasting implications for corporate governance. The self-identified failures of Enron director oversight not only led to […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Accounting, Agency costs, Boards of Directors, Commonsense Principles, Compliance & ethics, Conflicts of interest, Corporate fraud, Enron, Management, Misconduct, Oversight, Sarbanes–Oxley Act, Securities enforcement, Securities fraud, Securities regulation, Whistleblowers
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Weekly Roundup: November 25–December 1, 2016
When Is a “Final Offer” Not Final? Posted by Charlie Geffen, Gibson Dunn & Crutcher LLP, on Friday, November 25, 2016 Tags: Bidders, International governance, Mergers & acquisitions, Offer pricing, Takeovers, Target firms, Tender offer, UK, UK Takeover Code New Theory in Corporate Governance Undermines Theories Relied on by Proponents of Short-Termism and Shareholder Activism […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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