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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
Delaware Law as Lingua Franca: Evidence from VC-Backed Startups
Delaware dominates the corporate chartering market in the U.S—it is the only state that attracts a significant number of out-of-state incorporations. As a result, incorporation decisions are “bimodal,” with public and private firms typically choosing between home-state and Delaware incorporation. Much ink has been spilled in the debate over whether Delaware’s dominance arose because it […]
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Posted in Academic Research, Empirical Research, HLS Research
Tagged Delaware law, Entrepreneurs, Incorporations, Venture capital firms
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Israel’s Executive Compensation Reform
Foreword The issue of executive compensation has been on the forefront of corporate governance discussion around the world in the past few years. Israel is no different. In previous years there was a significant rise of executive compensation in public companies that cannot be explained or linked to the companies’ performance. Like many capital markets […]
Click here to read the complete postThe Merger Agreement Myth
Practitioners and academics have long assumed that markets value the deal-specific legal terms of merger agreements yet have failed to subject this premise to empirical scrutiny. Mergers are high-stakes events, so it is unsurprising that the conventional wisdom posits that value is at stake in drafting acquisition agreements and negotiating conditions, “fiduciary out” clauses, and […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisition agreements, Market reaction, Merger announcements
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Achieving Pay for Performance
Current views regarding the proper pay plan design to achieve pay for performance vary. This post discusses the three dimensions of pay for performance, demonstrates how to measure them using historical pay data, and presents a simple pay plan that achieves perfect pay for performance (PP4P) using annual grants of performance shares. It also highlights […]
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Posted in Boards of Directors, Empirical Research, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Director compensation, Executive Compensation, ISS, Management, Pay for performance, Performance measures, Shareholder Value Advisors, The Conference Board
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Applying Securities Laws to Social Media Communications
This month marked an important milestone in the development of securities law at its newest frontier: social media. For the first time, the Enforcement Division of the U.S. Securities and Exchange Commission (“SEC”) issued a Wells Notice based on a social media communication. This Wells Notice, which notified Netflix, Inc. and its CEO of the […]
Click here to read the complete postPE Funds Are Not Subject to “Controlled Group” Liability
Private equity funds (PE funds) and their advisors long have been concerned that a fund (or its other portfolio companies) may be liable for unfunded pension plan liabilities of one of its portfolio companies. However, in a decision published last month, the U.S. District Court of Massachusetts held that three PE funds sponsored by Sun […]
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Posted in Court Cases, Practitioner Publications, Private Equity
Tagged Corporate liability, ERISA, Pension funds, Private equity, U.S. federal courts
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Replacing the LIBOR with a Transparent and Reliable Index
Our LIBOR Reform Articles describe the main problems with the current LIBOR setting, put forward a proposal on how to reform LIBOR through a committed quote system (“CLIBOR”), and explain why the final Wheatley Review proposal on how to reform LIBOR, and its reasons for stopping short of our proposals, are not satisfactory for putting […]
Click here to read the complete postDodd-Frank Enhanced Prudential Standards for Foreign Banking Organizations
Following closely on the heels of Federal Reserve Governor Daniel K. Tarullo’s November 2012 speech, the Federal Reserve has proposed a tiered approach for applying U.S. capital, liquidity and other Dodd-Frank enhanced prudential standards, including single counterparty credit limits, risk management, stress testing and early remediation requirements, to the U.S. operations of foreign banking organizations […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Credit exposure, Dodd-Frank Act, Federal Reserve, Financial regulation, Foreign banks, International governance, Liquidity, Risk management, Stress tests
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Some Improvement in U.S. Public Equity Capital Market Competitiveness
The Committee on Capital Markets Regulation (CCMR), an independent and nonpartisan research organization dedicated to improving regulation and enhancing the competitiveness of U.S. public equity capital markets, today released data from the third quarter of 2012. According to the new study, U.S. capital markets reversed the second quarter downgrade and showed slightly improved competitiveness, though […]
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Posted in Academic Research, Empirical Research
Tagged Capital markets, Committee on Capital Markets Regulation, Equity capital, Foreign firms, IPOs
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Shareholder Empowerment and Bank Bailouts
One, of several, regulatory responses to the financial crisis has been to consider the extent to which bank failure can be explained by flaws in banks’ corporate governance arrangements. In many jurisdictions this diagnosis has generated calls upon shareholders to act as effective owners and hold boards of banks to account, as well as calls […]
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