-
Supported By:
Subscribe or Follow
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
A Reply to Professor Bebchuk
Editor’s Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is a reply to a simultaneously published post by Professor Lucian Bebchuk, which in turn responds to several Wachtell Lipton memoranda. Professor Bebchuk’s post is available here, […]
Click here to read the complete postShould Shareholders Have a Say on Executive Compensation?
In our paper, Should Shareholders Have a Say on Executive Compensation? Evidence from Say-on-Pay in the United States, which was recently made publicly available on SSRN, we examine the SEC 2011 regulation requiring an advisory (non-binding) shareholder vote on the compensation of the top five highest paid executives – “say-on-pay” (SOP). In July of 2010, […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Executive Compensation, Securities Regulation
Tagged Dodd-Frank Act, Executive Compensation, Say on pay, SEC, Securities regulation, Shareholder activism, Shareholder rights, Shareholder voting
Comments Off on Should Shareholders Have a Say on Executive Compensation?
Delaware Court Limits Non-Delaware Dismissal
The Delaware Supreme Court held that the Court of Chancery erred by failing to give preclusive effect to an earlier with-prejudice dismissal of a parallel derivative suit in another state, and by creating a presumption that all plaintiffs who file derivative suits without first conducting books-and-records inspections are inadequate representatives. Pyott v. La. Mun. Police […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications
Tagged Delaware cases, Delaware law, Derivative suits, Jurisdiction
2 Comments
Managerial Attitudes and Corporate Actions
In our paper, Managerial Attitudes and Corporate Actions, forthcoming in the Journal of Financial Economics, we use a survey-based approach to provide new insight into the people and processes behind corporate decisions. This method allows us to address issues that traditional empirical work based on large archival data sources cannot. For example, we are able […]
Click here to read the complete post
Posted in Academic Research
Tagged Capital structure, Management, Manager characteristics, Risk, Surveys
Comments Off on Managerial Attitudes and Corporate Actions
Securities Class Action Settlement Amounts Increase from 2011
The 53 court-approved securities class action settlements reported in 2012 represent a 14-year low, according to Securities Class Action Settlements—2012 Review and Analysis by Cornerstone Research. This represents an 18 percent decrease from the number of approved settlements in 2011, and a decline of more than 45 percent from the 10-year average from 2002 through […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Securities damages, Securities litigation
Comments Off on Securities Class Action Settlement Amounts Increase from 2011
Shareholder Activism in the UK: An Introduction
This post provides a summary of certain principles of English law and UK and European regulation applicable to UK-listed public companies and their shareholders that may affect shareholder activism, namely (i) stake-building, (ii) shareholders’ rights to require companies to hold general meetings, (iii) shareholders’ rights to propose resolutions at annual general meetings and (iv) recent […]
Click here to read the complete post
Posted in Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged International governance, Shareholder activism, Shareholder meetings, Shareholder rights, UK
Comments Off on Shareholder Activism in the UK: An Introduction
Systemic Risk and Stability in Financial Networks
The recent financial crisis has rekindled interest in the relationship between the structure of the financial network and systemic risk. Two polar views on this relationship have been suggested in the academic literature and the policy world. The first maintains that the “incompleteness” of the financial network can be a source of instability, as individual […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress
Tagged Banks, Financial institutions, Liquidity, Risk, Shocks, Systemic risk
Comments Off on Systemic Risk and Stability in Financial Networks
SEC Responds to Rule 15a-6 and Foreign Broker-Dealer FAQs
On March 21, 2013, the staff of the Division of Trading and Markets (the “Staff”) of the US Securities and Exchange Commission (the “SEC”) released responses reflecting the Staff’s views on frequently asked questions (the “FAQs”) relating to Rule 15a-6 (“Rule 15a-6” or the “Rule”) under the US Securities Exchange Act of 1934, as amended […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Cross-border transactions, Exchange Act, International governance, Registration exemptions, Rule 15a-6, SEC, Securities regulation
Comments Off on SEC Responds to Rule 15a-6 and Foreign Broker-Dealer FAQs
Board Oversight of Risk Management: Valuable Guidelines from JPMorgan Chase
The current public controversy notwithstanding, valuable governance lessons arise from JPMorgan Chase’s internal analysis of the highly public 2012 losses in its synthetic credit portfolio; the saga of the so-called “London Whale”. The internal JPMorgan analysis should not be confused with the March 15 report on the “Whale Trades” issued by the Senate Permanent Subcommittee […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Board monitoring, Boards of Directors, JPMorgan, Risk committee, Risk management, Risk oversight
Comments Off on Board Oversight of Risk Management: Valuable Guidelines from JPMorgan Chase
Responding to Objections to Shining Light on Corporate Political Spending (1): The Claim of Immateriality
A committee of academics that we co-chaired has submitted a rulemaking petition urging that the SEC develop rules requiring disclosure of corporate political spending. Our petition has attracted more than 490,000 comment letters, the overwhelming majority of which support the petition. The petition has also attracted opponents, including prominent members of Congress, the Wall Street […]
Click here to read the complete post