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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
Local Investors and Corporate Governance
An emerging literature in accounting and finance demonstrates the economic benefits of geographical proximity. Another distinct strand of literature on shareholder activism shows that large institutional investors may influence corporate policies. In our paper, Local Investors and Corporate Governance, forthcoming in the Journal of Accounting and Economics, we link these two strands of research and […]
Click here to read the complete postUsing Confidential Information in a Hostile Offer
“But, upon a close review of these model [confidentiality] agreements and other leading treatises, I cannot conclude that the use of a standard structure has led to a corresponding lack of ambiguity about important issues.” Martin Marietta Materials, Inc., v. Vulcan Materials Company. [1] On December 12, 2011, Martin Marietta Materials, Inc. sued Vulcan Materials […]
Click here to read the complete postSurviving the Global Financial Crisis
In our paper, Surviving the Global Financial Crisis: Foreign Ownership and Establishment Performance, forthcoming in the AEJ: Economic Policy, we examine the differential response of establishments to the recent global financial crisis with particular emphasis on the role of foreign ownership. In 2007-2008, the world economy entered the deepest financial crisis since World War II. […]
Click here to read the complete postBoard Oversight of Strategic Risk
Strategic risk — which may be defined as the risk to the achievement of a company’s strategic plan — is at the forefront of any board’s agenda. While boards have always focused on the oversight of strategic risk, the recent financial and economic crisis has led companies and boards to refine, and in some cases […]
Click here to read the complete postWomen on Boards: Review & Outlook
The world has changed in the past 10 years. Companies can go from obscurity to an estimated $100 billion market cap (Facebook) or from zero to $1 billion in revenue very quickly (Groupon did it in two years), or from near collapse in the late ‘90s to become one of the world’s most valuable companies […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Boards of Directors, CTPartners, Diversity
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2012 Proxy Season Political Spending Shareholder Resolutions
Companies are once again being engaged on political sending, and preliminary results for this proxy season show strong, if not stronger, support. Coordinated by the Center for Political Accountability (CPA), the shareholder resolution focuses on disclosure of political spending from corporate funds, including payments to trade associations and 501c4 organizations; disclosure of management decision making […]
Click here to read the complete postThe Need for Both Strong Regulators and Strong Laws
In the paper, The Need for Both Strong Regulators and Strong Laws: Evidence from a Natural Experiment, which was recently made publicly available on SSRN, I analyze whether strong law is effective in the presence of weak regulatory institutions. This is a live-issue for policy setters as they attempt to reform the financial system to […]
Click here to read the complete postCan JP Morgan Transparently Police Itself?
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 the wake of its significant trading losses (now reportedly […]
Click here to read the complete postDelaware Decisions: Data Points, Not Doctrine
Delaware courts often take an expansive approach to decision-making, offering detailed commentary on the facts and the underlying law in many key M&A cases. While these lengthy opinions can offer market participants useful insights into best practices for future deals, it is equally important that dealmakers not overreact to observations that should, and no doubt […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law
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A Proposal to Repeal Exclusive Forum at Chevron
Editor’s Note: The following post comes to us from Richard H. Koppes, administrative officer at the National Association of Public Pension Attorneys and former general counsel of the California Public Employees’ Retirement System. This post is based on an article by Mr. Koppes in the NAPPA Report. When I left CalPERS in 1996 after ten […]
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Posted in Corporate Elections & Voting, Op-Eds & Opinions
Tagged Forum selection, NAPPA, Proxy season, Shareholder proposals
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