-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Activist Abuses Require SEC Action on Section 13(d) Reporting
Three years ago we petitioned the SEC to modernize the beneficial ownership reporting rules under Section 13(d) of the Securities Exchange Act of 1934 (see our rulemaking petition, our memos of March 7, 2011, April 15, 2011, March 3, 2008 and our article in the Harvard Business Law Review). Since we filed our petition, activist […]
Click here to read the complete postExcess Risk Taking and Competition for Managerial Talent
Excessive risk-taking by financial institutions and overly generous executive pay are widely regarded as key factors in the 2007-09 crisis. In particular, it has become commonplace to blame banks and securities companies for compensation packages that reward managers (and more generally, other risk-takers such as traders and salesmen) generously for making investments with high returns […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Executive Compensation
Tagged Executive Compensation, Executive turnover, Financial institutions, Labor markets, Management, Risk-taking, Short-termism
Comments Off on Excess Risk Taking and Competition for Managerial Talent
Court Finds Financial Advisor Liable for Aiding and Abetting Fiduciary Duty Breaches
On March 7, 2014, Vice Chancellor Travis Laster of the Delaware Court of Chancery found a financial advisor liable for aiding and abetting breaches of fiduciary duties by the board of Rural/Metro Corporation in connection with the company’s 2011 sale to an affiliate of Warburg Pincus LLC. In its 91-page, post-trial opinion, the Court concluded […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Financial advisers, Merger litigation, Special committees
Comments Off on Court Finds Financial Advisor Liable for Aiding and Abetting Fiduciary Duty Breaches
Forum Selection Clauses in the “Foreign” Court
It is now clear that, for Delaware companies, a charter or by-law forum selection clause (FSC) is a valid and promising response to the problems posed by multi-jurisdictional disputes involving claims based upon internal corporate affairs (such as M&A litigation and derivative actions). Three recent rulings by “foreign” courts—courts located outside of the forum selected […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Charter & bylaws, Delaware law, Forum selection, Jurisdiction, Merger litigation
Comments Off on Forum Selection Clauses in the “Foreign” Court
Too-Big-To-Fail Banks Not Guilty As Not Charged
In the paper, Breaking Bad? Too-Big-To-Fail Banks Not Guilty As Not Charged, forthcoming in the Washington University Law Review, Vol. 91, No. 4, 2014, I focus on the benefits that the largest financial institutions receive because they are too-big-to-fail. Since the 2008 financial crisis, rating agencies, regulators, global organizations, and academics have argued that large […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Accountability, Banks, Compliance & ethics, Corporate crime, Deferred prosecution agreements, Dodd-Frank Act, DOJ, Financial institutions, Financial policies, Financial regulation, Too big to fail
Comments Off on Too-Big-To-Fail Banks Not Guilty As Not Charged
Shareholder Activism in the M&A Context
With M&A activity expected to increase in 2014, shareholder activism is an important factor to be considered in the planning, negotiation, and consummation of corporate transactions. In 2013, a year of relatively low deal activity, it became clear that activism in the M&A context was growing in scope and ambition. Last year activists were often […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Buyouts, Delaware law, Firm valuation, Hedge funds, Merger litigation, Offer pricing, Shareholder activism, Shareholder suits
Comments Off on Shareholder Activism in the M&A Context
The Three Justifications for Piercing the Corporate Veil
The doctrine of piercing the corporate veil is shrouded in misperception and confusion. On the one hand, courts understand the fact that the corporate form is supposed to be a juridical entity with the characteristic of legal “personhood.” As such courts acknowledge that their equitable authority to pierce the corporate veil is to be exercised […]
Click here to read the complete postThe Evolving Face of Deal Litigation
As dealmakers put the finishing touches on public M&A transactions, the question is no longer if there will be a lawsuit, but rather when, how many and in what jurisdiction(s). And while many of the cases remain of the nuisance strike-suit variety, recently it seems every few weeks there is an important Delaware decision or […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Attorneys' fees, Conflicts of interest, Forum selection, Merger litigation, Settlements
Comments Off on The Evolving Face of Deal Litigation
Nonbank SIFIs: No Solace for US Asset Managers
Ever since the Treasury Department’s Office of Financial Research (“OFR”) released its report on Asset Management and Financial Stability in September 2013 (“OFR Report” or “Report”), the industry has vigorously opposed its central conclusion that the activities of the asset management industry as a whole make it systemically important and may pose a risk to […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Federal Reserve, Financial institutions, Financial regulation, FSB, FSOC, International governance, IOSCO, SEC, Shadow banking, SIFIs, Systemic risk, Treasury Department
Comments Off on Nonbank SIFIs: No Solace for US Asset Managers
Putting Integrity into Finance
The seemingly never ending scandals in the world of finance with their damaging effects on value and human welfare (that continue unabated in spite of all the various efforts to curtail the behavior that results in those scandals) argues strongly for an addition to the current paradigm of financial economics. In our paper, Putting Integrity […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Corporate Social Responsibility
Tagged Behavioral finance, Compliance & ethics, Financial institutions
Comments Off on Putting Integrity into Finance