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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
Stakeholder Governance, Competition and Firm Value
Academic literature has typically analyzed corporate governance from an agency perspective, sometimes referred to as separation of ownership and control between investors and managers. This reflects the view in the US, UK and many other Anglo-Saxon countries, where the law clearly specifies that shareholders are the owners of the firm and managers have a fiduciary […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Corporate governance, Firm valuation, France, Germany, Japan, Shareholder value, UK
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2014 Proxy Season Review—Looking Forward to Next Year
“Proxy season” is stretching longer and longer with each passing year as the “off season” has become the season to engage with institutional shareholders and to prepare for the next season. With 2014’s annual meetings now largely completed and the 2015 proxy season on the horizon, now seems a good time to review lessons learned […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board turnover, Executive Compensation, ISS, Proxy season, Say on pay, Shareholder proposals
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From Institutional Theories to Private Pensions
I recently posted my forthcoming book chapter, From Institutional Theories to Private Pensions (in Company Law and CSR: New Legal and Economic Challenges, Ivan Tchotourian ed., Bruylant 2014) on SSRN. Corporate governance is sometimes described by political scientists as a three-player game between capital, management, and labor. Yet, in most contemporary debates about corporate governance […]
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Posted in Academic Research, Corporate Social Responsibility
Tagged Agency model, Conflicts of interest, Corporate forms, Corporate governance, Corporate Social Responsibility, Pension funds, Shareholder value
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So Much for Bright-Line Tests on Extraterritorial Reach of US Securities Laws?
In its landmark 2010 decision in Morrison v. National Australia Bank, the Supreme Court articulated what seemed to be a bright-line test for determining the extent to which the U.S. securities laws apply to transactions with international elements. In so doing, the Court harshly rejected the fact-intensive “conduct/effects” tests propounded several decades ago by the […]
Click here to read the complete post2014 Amendments Affecting Delaware Alternative Entities and the Contractual Statute of Limitations
On August 1, 2014, amendments to Delaware’s alternative business entity statutes, [1] as well as the statute of limitations applicable to Delaware contracts, [2] became effective. These amendments (the “2014 Amendments”) represent a continuing effort by Delaware to create a flexible statutory framework for alternative business organizations and transactions involving business entities generally. This post […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Alternative entities, Contracts, Delaware law, Statute of limitations
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The SEC Whistleblower Program Year in Review
Four years ago this month, with the country still reeling from financial crisis, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act–the most sweeping financial reform effort since the Great Depression. The goal of Dodd-Frank was as ambitious as its scope; as President Barack Obama remarked, the legislation would “restore markets in which […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Dodd-Frank Act, Misconduct, SEC, SEC enforcement, Whistleblowers
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Securities Class Action Filings—2014 Midyear Assessment
Number and Size of Filings Plaintiffs filed 78 new federal class action securities cases (filings) in the first six months of 2014—13 fewer than in the second half of 2013, but slightly higher than the 75 filings in the first half of 2013. This number was 18 percent below the historical semiannual average of 95 […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Erica John Fund v. Halliburton, Halliburton, IPOs, Securities litigation
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Military CEOs
In our paper, Military CEOs, forthcoming in the Journal of Financial Economics, we examine the effect of military service of CEOs and managerial decisions, corporate policies, and corporate outcomes. Service in the military may alter the behavior of servicemen and women in various ways that could affect their actions when they become CEOs later in […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Behavioral finance, Compliance & ethics, Corporate culture, Firm performance, Management
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