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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
No 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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Florida SBA 2013 Corporate Governance Annual Summary
The Florida State Board of Administration (the “SBA”) takes steps on behalf of its participants, beneficiaries, retirees, and other clients to strengthen shareowner rights and promote leading corporate governance practices among its equity investments in both U.S. and international capital markets. The SBA adopts and reports clearly stated, understandable, and consistent policies to guide its […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board declassification, Board independence, Boards of Directors, Corporate Social Responsibility, Executive Compensation, External auditors, Florida SBA, Institutional Investors, Majority voting, Proxy voting, Shareholder activism, Sustainability
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Poll Ranks Harvard First in Strength of Business Law Faculty
A new poll, conducted by Brian Leitter of the University of Chicago Law School, and published here, identifies the top business law faculties. Harvard Law School was ranked first, coming ahead of second-place Columbia Law School by a large margin. The poll ranks faculties in terms of their strength in the business law areas, including […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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Liquidity and Governance
Is greater trading liquidity good or bad for corporate governance? In the paper, Liquidity and Governance, which was recently made publicly available on SSRN, my co-authors (Kerry Back and Tao Li) and I address this question both theoretically and empirically. A liquid secondary market in shares facilitates capital formation but may be deleterious for corporate governance. […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Blockholders, General governance, Hedge funds, Liquidity, Shareholder activism, Shareholder proposals
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Statement on the Volcker Rule and Reducing Systemic Risk
The recent financial crisis and subsequent events [1] show the dangers that can result when banks trade for their own accounts while disregarding their customers’ interests. During the financial crisis, U.S. taxpayers were forced to cover losses sustained by major financial institutions that resulted from speculative proprietary trading activities. [2] While several factors combined to […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Banks, Conflicts of interest, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Investor protection, Proprietary trading, SEC, SEC rulemaking, Securities regulation, Systemic risk, Volcker Rule
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Ready for the Volcker Rule? What to Look For
Over two years after publication of a proposed regulation, a final regulation implementing the so-called “Volcker Rule” is expected to be adopted tomorrow by the five US Federal financial regulatory agencies. [1] Two of them—the Federal Reserve and the Commodity Futures Trading Commission—are expected to adopt the regulation at public meetings. According to reports, the […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, CFTC, Federal Reserve, Financial institutions, Financial regulation, Hedging, International governance, Private funds, Proprietary trading, Sovereign debt, Volcker Rule
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Towards Board Declassification at 100 S&P 500 and Fortune 500 Companies: Advancing Annual Elections in the 2014 Proxy Season
Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is the SRP’s Counsel. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded […]
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Posted in Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged Classified boards, Florida SBA, Institutional Investors, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, Shareholder proposals, Shareholder Rights Project, Staggered boards
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