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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
Harvard Convenes the Roundtable on Executive Compensation
The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened its Roundtable on Executive Compensation last Thursday, June 27. This event brought together for a roundtable discussion prominent representatives of the investor, issuer, advisor, and academic communities. Participants in the event, and the topics of discussion, are […]
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Posted in Executive Compensation, Program News & Events
Tagged Executive Compensation, Program on Corporate Governance
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Should Your Company Adopt A Forum Selection Bylaw?
Editor’s Note: Victor Lewkow is a partner at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary Gottlieb memorandum by Mr. Lewkow, Neil Whoriskey, and Julie Yip-Williams, and is part of the Delaware law series, which is co-sponsored by the Forum and Corporation Service Company; links to other posts in the […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, DGCL, Forum selection, Shareholder rights
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Legal Diversification
Diversification is the best protection investors have from the risks of capital investment. Modern portfolio theory requires that investors diversify their holdings by investing in firms whose financial returns are influenced by different factors. That has traditionally meant investing in firms in different industries. The object is to identify the factors that could cause a […]
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Posted in Academic Research
Tagged Diversification, Legal systems, Risk management, Securities regulation, Systemic risk
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Lucian Bebchuk Delivers Presidential Address to the Western Economic Association International
In the recent annual meeting of the Western Economic Association International (WEAI), held in Seattle this past weekend, Professor Lucian Bebchuk delivered a presidential address entitled “The Rent-Protection Theory of Corporate Ownership and Control.” Bebchuk served as President of the WEAI during 2012-2013, its President-Elect during 2011-2012, and its Vice-President in 2010-2011. Past presidents of […]
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Posted in Program News & Events
Tagged WEAI
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Delaware Court Addresses Derivative Claim Value Extinguished by Merger
In In re Primedia, Inc. Shareholders Litigation, 2013 WL 2169415 (Del. Ch. May 10, 2013), Vice Chancellor Laster of the Court of Chancery held that plaintiffs whose standing to pursue derivative insider trading claims had been extinguished by merger had standing to challenge directly the entire fairness of that merger based on a claim that […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Derivatives, Fairness review, In re Primedia, Special committees
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Political Connectedness and Corporate Policies
In our paper, “The Impact of Political Connectedness on Firm Value and Corporate Policies: Evidence from Citizens United,” we examine the reasons behind a company’s decision to become politically connected and what impact such connections have on firm value and corporate policies. Political connections may enhance or harm shareholder value. However, existing insights attempting to […]
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Posted in Academic Research, Court Cases
Tagged Citizens United v. FEC, Firm valuation, Political spending, Shareholder value
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UK Corporate Law Developments: Extending the Scope of Warranties?
The UK Court of Appeal recently held in the Belfairs Management case [1] that a warranty in a sale and purchase agreement should be interpreted with regard to all of the background knowledge reasonably available to the parties at the time the agreement was entered into. The decision highlights the growing trend of the UK […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, International governance, Takeovers, UK
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Public Companies and the “End-User Exception” for Swaps
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and new Commodity Futures Trading Commission (CFTC) rules require that, subject to certain exceptions, swap counterparties clear swaps at a clearing house and execute them on a facility or exchange. One of these exceptions is the “end-user exception,” which may be […]
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Posted in Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, CFTC, Clearing houses, Derivatives, Dodd-Frank Act, Financial regulation, Public firms, Securities regulation, Swaps
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Activist Shareholders in the US: A Changing Landscape
Shareholder activism in the U.S. has increased significantly over the past several years, with activist campaigns increasingly targeting well-known, larger market capitalization companies, such as Apple, Hess, Procter & Gamble and Sony. In 2013, the number, nature and degree of success of these campaigns has garnered the attention of boards of directors, shareholders and the […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Institutional Investors, Long-Term value, Management, Shareholder activism, Short-termism, Target firms
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The Sustainability Business Case
While much has been published on the business case for sustainability during the last decade, businesses have been slow to adopt the green innovation and sustainability agenda. Reasons include a lack of consistency in the indicators employed by analysts, and a failure to effectively incorporate financial value drivers into the equation. This article defines a […]
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Posted in Corporate Social Responsibility, Practitioner Publications
Tagged Corporate Social Responsibility, Cost-benefit analysis, Innovation, Long-Term value, Sustainability, The Conference Board
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