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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
Challenges for the SEC’s Independence
On a number of occasions since returning to the SEC as a Commissioner, I’ve spoken about the Commission’s priorities, both in terms of what the Commission is doing and what it should be doing in order effectively to carry out its mandate to protect investors, ensure fair and efficient markets, and facilitate capital formation. Needless […]
Click here to read the complete postImportant Questions about Activist Hedge Funds
In what can only be considered a form of extortion, activist hedge funds are preying on American corporations to create short-term increases in the market price of their stock at the expense of long-term value. Prominent academics are serving the narrow interests of activist hedge funds by arguing that the activists perform an important service […]
Click here to read the complete postEU Reaches Deal on Proposed Ratio Cap on Bank Bonuses
On 27 February 2013 the European Union (“EU”) reached a provisional deal on imposing a cap on the variable remuneration that can be paid by financial institutions in the EU. If, as expected, this provisional deal is formally approved by the EU Parliament and Council later this year, far-reaching changes will need to be implemented […]
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Posted in Banking & Financial Institutions, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banker bonuses, Banks, EU, Executive Compensation, Financial institutions, International governance, Remuneration
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Optimal Corporate Governance in the Presence of an Activist Investor
In our paper, Optimal Corporate Governance in the Presence of an Activist Investor, forthcoming in the Review of Financial Studies, we provide a model of governance in which a board arbitrates between an activist investor and a manager facing reputational concerns. Shareholder activism to force policy changes at publicly-traded firms represents an increasingly important dimension […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged General governance, Internal control, Management, Reputation, Shareholder activism
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Materiality and Class Certification in Fraud-on-the-Market Cases
In Amgen Inc. v. Connecticut Retirement Plans & Trust Funds, No. 11-1085, 2013 WL 691001 (Feb. 27, 2013), the Supreme Court of the United States decided a significant issue concerning the requirements for class certification in actions based on alleged misrepresentations in violation of the federal securities laws. Under Amgen, a plaintiff in such an […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Materiality, Rule 10b-5, Securities fraud, Securities litigation, Supreme Court
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Complexities of Capital Markets Regulation
We in America often remark that we are blessed by our geography. And there is no doubt that Qataris feel the same about this incredibly unique and beautiful country. In the United States during the post World War II era, our geographical position and natural resources helped our economy develop while others experienced severe disruptions, […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Globalization, SEC, Securities regulation
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Initial 2013 Annual Meeting Results: Six Board Declassification Proposals Passed with Average Support of 79%
Editor’s Note: Professor Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is Counsel at the SRP. 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 […]
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Posted in Corporate Elections & Voting, Institutional Investors, Program News & Events
Tagged Classified boards, Precatory proposals, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Unbundling Rules and Say-on-Pay Decisions in Apple Shareholder Case
On February 22, 2013, the United States District Court for the Southern District of New York enjoined Apple, Inc. from proceeding with a planned vote at its annual shareholders’ meeting on amendments to certain provisions of its articles of incorporation on the grounds that the proposed amendments, which were presented as a single matter to […]
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