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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
R&D and the Incentives from Merger and Acquisition Activity
In the paper, R&D and the Incentives from Merger and Acquisition Activity, forthcoming in the Review of Financial Services, my co-author (Alexei Zhdanov of the University of Lausanne and the Swiss Finance Institute) and I examine how the incentives to innovate differ between large and small firms and whether the M&A market hinders or promotes […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Incentives, Innovation, R&D
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Survey of Mutual Fund Support for Corporate Political Disclosure
The Center for Political Accountability released on December 10, 2012 its annual survey of mutual fund support for corporate political disclosure. The analysis, which is available on CPA’s website, reviewed how 40 of the largest mutual fund families voted on shareholder resolutions that asked for disclosure of political spending based on the CPA model. The […]
Click here to read the complete postFiduciary Duties as Default Standard Under Limited Liability Company Act
In the recent decision Gatz Properties LLC v. Auriga Capital Corporation, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s January 2012 decision in Auriga Capital Corporation v. Gatz Properties. In January of this year, the Court of Chancery held that a controlling member and manager of a limited liability company breached his fiduciary […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Delaware legislation, Fiduciary duties, Liability standards
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Recent Developments in Money Market Funds
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a statement by Commissioner Aguilar available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the […]
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Posted in Legislative & Regulatory Developments, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Money market funds, SEC, Securities regulation, Systemic risk, Transparency
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SEC Investigations and Securities Class Actions: An Empirical Comparison
In our paper, SEC Investigations and Securities Class Actions: An Empirical Comparison, we compare investigations by the SEC with securities fraud class action filings involving public companies. Critics of securities class actions commonly contrast those suits with enforcement actions brought by the SEC. According to those critics, the SEC is superior to plaintiffs’ lawyers both […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Class actions, Public firms, SEC enforcement, SEC investigations, Securities fraud
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Corporate Short-Termism in the Fiscal Cliff’s Shadow
Editor’s Note: Mark Roe is the David Berg Professor of Law at Harvard Law School, where he teaches bankruptcy and corporate law. This post is Professor Roe’s most recent op-ed written for the international association of newspapers Project Syndicate, which can be found here. Economic trends are sometimes more closely related to one another than […]
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Posted in HLS Research, Op-Eds & Opinions
Tagged Management, Short-termism, Stock performance
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Corporate Governance at Silicon Valley Companies 2012
Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for all Silicon Valley companies and publicly-traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board independence, Board leadership, Boards of Directors, Majority voting, Shareholder activism, Staggered boards, Surveys, Tech companies
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December 2012 Dodd-Frank Progress Report
This posting, the December 2012 Davis Polk Dodd-Frank Progress Report, is one in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged CFTC, Dodd-Frank Act
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Towards a Legal Theory of Finance
The paper, Towards a Legal Theory of Finance, develops the building blocks for a legal theory of finance (LTF). By placing law at the center of the analysis of financial systems LTF sheds light on the construction of financial markets, their interconnectedness and thus vulnerability to crisis, and situates power where law is elastic or […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Financial institutions, Financial regulation, Legal systems
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Don’t Ask, Don’t Waive Standstills
A recent transcript ruling in the Delaware Court of Chancery could have a significant impact on the market for control of public companies, particularly in an auction context, if broadly adopted. Vice Chancellor Laster’s bench decision in In Re Complete Genomics, Inc. Shareholder Litigation questions the enforceability of a standstill agreement that prohibits the bidder […]
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