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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Director Networks and Takeovers
In our paper, Director Networks and Takeovers, which was recently made publicly available on SSRN, we study the impact of corporate networks on the takeover process. In recent years, some scholars have applied graph theoretical methods in the research on the impact of director networks on managerial decision-making. They found relations between networks and remuneration […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Boards of Directors, Interlocking boards, Social networks, Takeovers, UK
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The Volcker Rule: A First Look at Key Changes
On December 10, 2013, five U.S. financial regulators (the Agencies) adopted a final rule implementing the Volcker Rule. [1] The text of the final rule and its accompanying preamble are available here. [2] The Volcker Rule was created by Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Hedge funds, Hedging, Private equity, Proprietary trading, Securities regulation, Securitization, Sovereign debt, Volcker Rule
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European Bank Recovery and Resolution Directive
The present article, Bank Recovery and Resolution Directive: Recovery Proceedings for Cross-Border Banking Groups, examines recovery proceedings for cross-border banking groups under European Union law. Recovery (or “early intervention”) includes measures intended to stabilize a bank (or banking group) and enable its recovery from financial stress. Recovery is targeted at a stage before resolution, when […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, International Corporate Governance & Regulation
Tagged Banks, EU, Europe, Financial institutions, International governance, Recovery & resolution plans
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Looking at Proxy Advisory Firms from the Investor’s Perspective
Public company shareholders have a vital role to play in corporate governance. To that end, they are given important rights under federal and state law. Chief among these are the right to vote for the election of directors and on other significant matters and to make their views known to the company’s management and directors. […]
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Posted in Boards of Directors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Conflicts of interest, Institutional Investors, Investor protection, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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Law and History by Numbers: Use, But With Care
“Leximetrics,” which involves quantitative measurement of law, has become a prominent feature in empirical work done on comparative corporate governance, with particular emphasis being placed on the contribution that robust shareholder protection can make to a nation’s financial and economic development. Using this literature as our departure point, we are currently engaging in a leximetric […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Delaware articles, General governance, Governance indices, Legal systems, Shareholder suits
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Key Issues for Directors in 2014
For a number of years, as the new year approaches I have prepared for boards of directors a one-page list of the key issues that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for corporate governance, as well as the demands of […]
Click here to read the complete postNo Free Shop
In the paper, No Free Shop: Why Target Companies in MBOs and Private Equity Transactions Sometimes Choose Not to Buy ‘Go-Shop’ Options, which was recently made publicly available on SSRN, my co-authors (Adonis Antoniades and Donna Hitscherich) and I study the decisions by targets in private equity and MBO transactions whether to actively “shop” executed merger […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Bidders, Buyouts, Go-shop, Merger litigation, Private equity, Target firms
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Delaware Court Upholds CEO Removal and Determines Board Composition
In Klaassen v. Allegro Development Corporation, 2013 WL 5739680 (Del. Ch. Oct. 11, 2013), Eldon Klaassen, the former CEO of Allegro Development Corporation (“Allegro”), brought an action under Section 225 of the Delaware General Corporation Law, requesting that the Court of Chancery declare that he: (1) was still the CEO of Allegro, (2) had validly […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Board turnover, Boards of Directors, Delaware cases, Delaware law, Executive turnover, Ousting directors, Outside directors
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