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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
“Publicness” in Contemporary Securities Regulation after the JOBS Act
In our article “Publicness” in Contemporary Securities Regulation after the JOBS Act, forthcoming in the Georgetown Law Journal, we focus on the ideologically-charged question of when a private enterprise should be forced to take on public status, an extraordinarily significant change in its legal obligations and freedom to maneuver. The JOBS Act, which became law […]
Click here to read the complete post“Say on Pay” in the 2012 Proxy Season
As the 2012 proxy season draws to a close, it is clear that executive compensation issues, particularly “say on pay,” again dominated the headlines. Though by some metrics say on pay was nearly a nonissue — after all, the median level of shareholder approval was around 90 percent, with fewer than 3 percent of U.S. […]
Click here to read the complete postPrivate Equity/Public Target Deals: Mid-Year Update
The large private equity buyer/public company segment of the U.S. M&A market (all cash deals over $500 million) was significantly affected in the first half of 2012 by troubles in the U.S., European and global economies. Only six transactions within our deal parameters were executed. Five of them had key deal terms generally consistent with […]
Click here to read the complete postThe Geography of Revlon-Land
In Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., [1] the Delaware Supreme Court explained that when a target board of directors enters Revlon-land, the board’s role changes from that of “defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company.” [2] Unfortunately, […]
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Posted in Academic Research, Boards of Directors, Court Cases, Mergers & Acquisitions
Tagged Boards of Directors, Delaware articles, Delaware cases, Delaware law, In re Revlon, Takeover defenses, Takeovers, Target firms
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The Carlyle Group Tries to Bar Investors From Court
As private equity giant Carlyle Group LP prepared to join rivals Blackstone Group LP and KKR & Co. as a publicly traded company this year, it made headlines with a stunningly “shareholder-unfriendly” proposal to eliminate the litigation rights of its future public owners. On January 10, Carlyle amended its registration statement in advance of its […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Arbitration, BLB&G, Registration statements, Securities litigation, Shareholder rights
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Stakeholder Dialogue in Germany, Italy, and the United States
Consistent with corporate social responsibility (CSR), firms strive to engage stakeholders through various initiatives aimed at fostering dialogue between managers and external stakeholders. Diverse forms of dialogue and broad involvement are critical to the success of stakeholder dialogue (SD) initiatives. This Director Notes describes the results of an international survey on 249 SD initiatives undertaken […]
Click here to read the complete postPrinciples of Corporate Governance 2012
Business Roundtable is recognized as an authoritative voice on matters affecting American business corporations and, as such, has a keen interest in corporate governance. Business Roundtable is an association of chief executive officers of leading U.S. companies with more than $6 trillion in annual revenues and more than 12 million employees. Member companies comprise nearly […]
Click here to read the complete postThe Anatomy of a Credit Crisis
How important is the role of credit availability in inflating asset prices? And what are the consequences of past greater credit availability when perceived fundamentals turn? In our recent NBER paper, The Anatomy of a Credit Crisis: The Boom and Bust in Farm Land Prices in the United States in the 1920s, my co-author, Rodney Ramcharan, […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis
Tagged Asset bubbles, Credit risk, Credit supply, Risk management, Shocks
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Steering Financial Institutions Toward the High Road
Editor’s Note: Sarah Bloom Raskin is a member of the Board of Governors of the Federal Reserve System. This post is based on Governor Raskin’s speech at the Graduate School of Banking at Colorado, available here. The views expressed in this post are those of Governor Raskin and do not necessarily reflect those of the […]
Click here to read the complete postDon’t Discourage Outside Shareholders
Editor’s Note: Lucian Bebchuk is a Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance at Harvard Law School. The New York Times DealBook published today a piece I wrote, titled Don’t Discourage Outside Shareholders. The piece, available here, focuses on the SEC’s ongoing consideration of a rulemaking petition that […]
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Posted in Corporate Elections & Voting, Op-Eds & Opinions, Program News & Events
Tagged Blockholders, Schedule 13D, SEC
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