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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
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
Second Circuit Clarifies Standards for Insider Trading Claims
In the latest of a string of litigation victories it has scored in the Second Circuit, the Securities and Exchange Commission convinced a panel of the Second Circuit on September 6, 2012, to vacate a district court’s grant of summary judgment to the defendants in Securities and Exchange Commission v. Obus, No. 10 Civ. 4749. […]
Click here to read the complete postBlockholder Disclosure, and the Use and Abuse of Shareholder Power
In our article Fair Markets and Fair Disclosure: Some Thoughts on The Law and Economics of Blockholder Disclosure, and the Use and Abuse of Shareholder Power forthcoming in Harvard Business Law Review, Spring 2012, and available at SSRN, we discuss the debate that has ensued following the March 2011 petition by our law firm, Wachtell, […]
Click here to read the complete postRegulating IPOs: Evidence from Going Public in London and Berlin
The role that regulation should play in the development of securities markets is much debated and a persistent lull in initial public offerings helped to prompt some deregulation through the enactment of the 2012 Jumpstart Our Business Startups (JOBS) Act. While the appropriate scope of public regulation of securities markets is a contentious issue and […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged International governance, Investor protection, IPOs, Securities regulation
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Defining a Joint Venture’s Scope of Business: Key Issues
Early in the discussions about whether and how to form a joint venture [1] — perhaps as the very first significant issue to be resolved — the potential joint venture partners [2] will try to agree on the scope of the venture’s business. That definition is usually embodied in one or more of the venture […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Joint ventures
1 Comment
Insider Trading and the Scienter Requirement
On its face, the connection between insider trading regulation and the state of mind of the trader or tipper seems fairly intuitive. Insider trading is a form of market abuse: taking advantage of a material, non-public secret to which one is not entitled, generally in breach of some kind of fiduciary-like duty. It is an […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Insider trading, Securities fraud
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Regulation of OTC Derivatives Markets — EU vs US Initiatives
Both the EU and the US have now adopted the primary legislation which aims to fulfill the G20 commitments that all standardised over-the-counter (OTC) derivatives should be cleared through central counterparties (CCPs) by end 2012 and that OTC derivatives contracts should be reported to trade repositories (and the related commitments to a common approach to […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, EU, International governance, ISDA, MiFID, OTC derivatives
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Recent Circuit Court Opinions Impact SEC Enforcement Program
Four federal circuit courts recently issued a string of rulings that are likely to have an impact on the manner in which the Securities and Exchange Commission (“SEC”) seeks to police the financial markets and penalize alleged misconduct. The Courts of Appeals for the Second, Fifth, Ninth and Eleventh Circuits released four opinions, two of […]
Click here to read the complete postThe Supreme Court’s Recent Focus on 10b-5 Cases
Years from now, when historians write the history of the Roberts Court, perhaps they will be able to explain why, in the second half of the first dozen years of the 21st Century, the Supreme Court suddenly became so interested in taking up cases under the federal securities laws. Indeed, a review of recent private […]
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