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HLS Faculty & Senior Fellows
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
Don’t Cry for Argentine Bondholders
An update on the final round of appellate filings in the NML v. Argentina appeal. On January 25, briefs were filed with the Second Circuit on behalf of two groups of plaintiff-appellees in the appeal from District Court Judge Griesa’s November 21 injunction, NML and Aurelius. And on February 1, four sets of reply briefs […]
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Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications
Tagged Argentina, Banks, Bondholders, FSIA, NML Capital v. Bank of Argentina, Sovereign debt, U.S. federal courts
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Bite the Apple; Poison the Apple; Paralyze the Company; Wreck the Economy
The activist-hedge-fund attack on Apple—in which one of the most successful, long-term-visionary companies of all time is being told by a money manager that Apple is doing things all wrong and should focus on short-term return of cash—is a clarion call for effective action to deal with the misuse of shareholder power. Institutional investors on […]
Click here to read the complete postThe 2013 Director Compensation and Board Practices Report
The Conference Board, NASDAQ OMX and NYSE Euronext jointly released the 2013 edition of Director Compensation and Board Practices, a benchmarking study with more than 150 corporate governance data points searchable by company size (measurable by revenue and asset value) and 20 industrial sectors. The report is based on a survey of public companies registered […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Director compensation, General governance, NASDAQ, NYSE, Public firms, The Conference Board
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FDIC’s Progress on Wall Street Reform
The economic dislocations experienced in recent years, which far exceeded any since the 1930s, were the direct result of the financial crisis of 2007-08. The reforms enacted by Congress in the Dodd-Frank Act were aimed at addressing the causes of the crisis. The reforms included changes to the FDIC’s deposit insurance program, a series of […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Banks, Dodd-Frank Act, FDIC, Financial reform
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Firms, Countries, and Quality of Corporate Governance in Developing Countries
Variation in firms’ corporate governance is an important topic of debate in the governance literature. One of the main questions is whether weak and/or incomplete public institutions in emerging economies dictate the governance quality of local firms. The most recent scholarship on the subject has generally argued that country characteristics strongly predict governance (Krishnamurti, Sevic, […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Emerging markets, General governance, International governance
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Proxy Voting Analytics (2008-2012)
The effects of say on pay on shareholder engagement, the introduction of proxy access proposals, and the resurgence of board declassification resolutions were the principal themes of the last proxy season and are expected to continue to take center stage in 2013, according to a report issued today by The Conference Board in collaboration with […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board declassification, Proxy access, Proxy season, Proxy voting, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, The Conference Board
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Independent Director Duties of Delaware Corporations with Foreign Operations
On February 6, 2013, Chancellor Strine of the Delaware Chancery Court issued a bench ruling addressing the duty of independent directors of a Delaware corporation with significant operations or assets outside the United States. In re Puda Coal, Inc. Stockholders Litigation, C.A. No. 6476-CS (Del. Ch. Feb. 6, 2013). In a short but important bench […]
Click here to read the complete postCrown Jewels — Restoring the Luster to Creative Deal Lock-ups?
The “crown jewel” lock-up, a staple of high-stakes dealmaking technology in the 1980s M&A boom, has been showing some signs of life in the contemporary deal landscape, albeit often in creative new forms. As traditionally conceived, a crown jewel lock-up is an agreement entered into between the target and buyer that gives the buyer an […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements
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Multi-Forum Merger Litigation and the “Market for Preclusion”
The recent discovery that corporate law litigation very often takes place in courts outside of Delaware has rattled the academic consensus that Delaware won the corporate law “race” by providing a well-managed forum staffed with expert judges willing to decide complex deal cases quickly. In an apparent affront to this settled understanding, recent research shows […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Delaware articles, Delaware law, Federalism, Jurisdiction, Merger litigation
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Securities Class Action Filings in 2012
Federal securities fraud class action filing activity slowed sharply in 2012. There were 152 filings in 2012 compared with 188 in 2011. The number of federal securities fraud class actions (also referred to in this report as filings, class actions, or cases) filed was 21 percent below the annual average of 193 filings observed between […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Securities fraud, Securities litigation
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