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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
Tying Non-Competes to Sale of Business: California Appellate Court Decision
On August 24, 2012, in the case of Fillpoint, LLC v. Maas, a California appellate court issued an opinion reinforcing both California’s general public policy against covenants not to compete and the important exceptions to that rule. While California Business and Professions Code § 16600 generally declares void any covenant that restrains an individual from […]
Click here to read the complete postCanadian Court Addresses Continuing Use of Empty-Voting Tactics
Activist investors continue to aggressively exploit a variety of techniques — including hedging, securities borrowing, total return swaps and other contractual arrangements — to avoid public disclosure of their investments and to obtain governance rights out of proportion with their economic stakes. We have long warned against these abuses, which are not confined to the […]
Click here to read the complete postEfficient Markets and the Law: Predictable Past and Uncertain Future
My article, Efficient Markets and the Law: A Predictable Past and an Uncertain Future (forthcoming in the Annual Review of Financial Economics (vol. 4, 2012)), analyzes the diverse situations in which the efficient-market hypothesis (EMH) has influenced — or has failed to influence — federal securities regulation and state corporate law, and the prospective roles […]
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Posted in Academic Research, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Disclosure, Efficiency, Financial crisis, Financial regulation, SEC, Securities regulation, State law
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Hedge Funds and Risk-Decoupling — The Empty Voting Problem in the EU
In my paper, Hedge Funds and Risk-Decoupling — The Empty Voting Problem in the European Union, I address the implications of negative risk-decoupling, otherwise known as empty voting, for corporate governance and corporate finance, and I develop suggestions for a regulatory response. These suggestions are framed for the European context, but the underlying policy considerations […]
Click here to read the complete postBreaking Up the Big Banks: Is Anybody Thinking?
Editor’s Note: Peter J. Wallison is a senior fellow at the American Enterprise Institute. This post is based on an article by Mr. Wallison; the full article, including footnotes, is available here. Breaking up the biggest banks is said to have growing support in Congress, but the idea’s supporters—even those who are respected commentators—do not […]
Click here to read the complete postTen Myths of “Say on Pay”
In the paper, Ten Myths of “Say on Pay”, my co-authors (Allan McCall, Gaizka Ormazabal, and Brian Tayan) and I review many widely held misconceptions regarding the shareholder voting practice called “say on pay.” “Say on pay” is a prominent issue today, given its unique position at the intersection of executive compensation and shareholder democracy—two […]
Click here to read the complete postA Better Alternative to Basel Capital Rules
Editor’s Note: The following post comes to us from Thomas M. Hoenig, director of the Federal Deposit Insurance Corporation. This post is based on Director Hoenig’s remarks at the American Banker Regulatory Symposium, available here. Introduction I have been involved in central banking and financial supervision my entire career. I understand the importance of having […]
Click here to read the complete postThe Rise of the General Counsel
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This post is based on an article that appeared in the Harvard Business Review online. In a special New York Times section on business and […]
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Posted in Op-Eds & Opinions
Tagged Boards of Directors, General counsel, Inside counsel, Management
1 Comment
Delaware Supreme Court Rules on Excess Insurer’s Coverage Obligations
On September 7, 2012, the Supreme Court of Delaware, applying California law, ruled that an excess insurer of Intel had no payment obligation even after Intel’s out-of-pocket defense costs, combined with Intel’s prior settlement with an underlying insurer, exceeded the underlying insurer’s policy limits — notwithstanding a provision in the excess insurer’s policy providing that […]
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Posted in Court Cases, Practitioner Publications
Tagged Delaware cases, Delaware law, Insurance
1 Comment
Executive Superstars, Peer Groups and Over-Compensation
In the paper, Executive Superstars, Peer Groups and Over-Compensation — Cause, Effect and Solution, which was recently made publicly available on SSRN, we develop a pragmatic approach to understanding the run-up in CEO compensation over the past several decades. Rather than looking to markets or captured boards for the explanation, we argue that the actual […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Peer groups
2 Comments