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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
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
2 Comments
Global Financial Inclusion Indicators
In a recent World Bank working paper, Measuring Financial Inclusion: The Global Findex Database, we provide the first analysis of the Global Financial Inclusion (Global Findex) Database, a new set of indicators that measure how adults in 148 economies save, borrow, make payments, and manage risk. Well-functioning financial systems serve a vital purpose, offering savings, […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Legislative & Regulatory Developments
Tagged Financial development, Financial institutions, International governance, World Bank
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Give Credit Where Credit Is Due
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 Corporate Counsel. Federal enforcement authorities should give much more systematic credit to effective corporate compliance […]
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Posted in Accounting & Disclosure, Op-Eds & Opinions, Securities Litigation & Enforcement
Tagged Compliance & ethics, FSGO, Non-prosecution agreement, Private enforcement, Public enforcement, Sentencing guidelines
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Developing Insightful Oversight
So much of the architecture of corporate governance has been the subject of recent federal reforms (SOX, Dodd-Frank, FCPA expansion, etc.) that it is easy to forget that those enactments leave a lot of the governance landscape unaddressed. Clearly, federal requirements for compulsory CEO and CFO financial statement certifications, automatic clawback of senior executive stock […]
Click here to read the complete postThe Impact of Regulatory Governance Mandates on Poorly Governed Firms
In our paper, The Impact of Regulatory Governance Mandates on Poorly Governed Firms, which was recently made publicly available on SSRN, we investigate the relation between regulatory governance mandates and firm value by assessing the impact of recent governance mandates on the firms that were most affected by changes in governance regulation. We exploit the […]
Click here to read the complete postCorporate Philanthropy as Signaling and Co-optation
In a paper recently published in Fordham Law Review, Corporate Philanthropy as Signaling and Co-optation, I examine a previously unnoticed mechanism through which corporate philanthropy (CP) can enhance company value: signaling. Current value-enhancing accounts rest on the premise that CP “buys goodwill” for the company: companies, by acting nicely, can increase consumers’ or employees’ willingness […]
Click here to read the complete postDim the Spotlight: De-emphasizing Pay for Performance
Editor’s Note: Simon Wong is a partner at Governance for Owners, an adjunct professor of law at the Northwestern University School of Law, and a visiting fellow at the London School of Economics and Political Science. This post is based on an article by Mr. Wong that appeared The Conference Board Review. Work from the […]
Click here to read the complete postPrivate Equity Buyer/Public Target M&A Deal Study
Survey Methodology We conducted our survey as follows: We reviewed the treatment of certain key deal terms in all private equity buyer/public company target cash merger transactions involving consideration of at least $500 million in enterprise value [1] entered into during 2010 and 2011, which totaled 37 transactions. We then compared the treatment of such […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Private equity, Target firms
1 Comment
Legal Entities as Transferable Bundles of Contracts
The large modern business corporation is frequently organized as a complex cluster of hundreds of corporate subsidiaries under the common control of a single corporate parent. General Electric, for example, has over 1500 subsidiaries, most of them wholly-owned. What is the purpose of all these subsidiaries? Do they exist only as a means of avoiding […]
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Posted in Academic Research, Financial Regulation
Tagged Contracts, Optimal contracting, Subsidiaries
1 Comment
Delaware Court Expedites Proceedings to Enjoin Enforcement of Advance Notice Bylaw
Editor’s Note: Eduardo Gallardo is a partner focusing on mergers and acquisitions at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn client alert by Jeffrey Chapman, Brian Gingold, and Rachel Harrison. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; […]
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