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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
Securities Class Action Filings in 2011
Federal securities fraud class action filing activity increased in 2011. For the full year of 2011, there were 188 filings compared with 176 in 2010. The number of class actions filed was 3.1 percent below the annual average of 194 filings observed between 1997 and 2010 (Figure 1). Filing activity in the second half of […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, FCPA, Securities litigation
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The Role of Accounting in the Financial Crisis
In our paper, The Role of Accounting in the Financial Crisis: Lessons for the Future, which was recently made publicly available on SSRN, we discuss the causes of the financial crisis, with particular focus on the debated role of the relevant U.S. accounting standards, and summarize implications for accountants and accounting regulators based on the […]
Click here to read the complete postProtecting Directors When Firms Fail Post-Merger
The aftermath of the recent acquisition of Lyondell by Basell provides a striking example of the risk that directors face if they approve a cash merger financed in substantial part through borrowing and the target then fails. The deal was characterized as an “absolute home run” by Lyondell’s financial advisor. [1] But less than thirteen […]
Click here to read the complete postCorporate Governance at Silicon Valley Companies
As counsel to a wide range of public companies in the high technology and life science industries, primarily based in Silicon Valley and Seattle, Fenwick has collected information on the corporate governance practices of publicly traded companies in order to counsel our clients on best practices and industry norms in corporate governance. We have collected […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board leadership, Boards of Directors, Shareholder activism, Staggered boards, Tech companies
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Do Firms Manipulate Their Stock Prices? Causal Evidence from M&A
Editor’s Note: The following post comes to us from Kenneth Ahern and Denis Sosyura, both of the Department of Finance at the University of Michigan. In the paper, Who Writes the News? Corporate Press Releases During Merger Negotiations, which was recently made publicly available on SSRN, we show that firms manipulate their stock prices during […]
Click here to read the complete postPost-Crisis Trends in U.S. Executive Pay
Though the global financial crisis of 2008 prompted a seismic shift in attitudes toward executive pay on the part of lawmakers, the public, investors, and other stakeholders, average compensation levels continue to rise or have returned to where they were before the crisis. Mindful of the outcry over particular elements of pay packages, companies began […]
Click here to read the complete postInvesting for the Long Run
Editor’s Note: The following post comes to us from Andrew Ang, Ann F. Kaplan Professor of Business at Columbia Business School, and Knut Kjaer, former founding CEO of the Norwegian sovereign wealth fund. Long-horizon investors have an edge. Sadly, they too often squander their advantages. That is often caused by shortcomings in their own governance […]
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Posted in Academic Research, Institutional Investors
Tagged CalPERS, Governance standards, Institutional Investors
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Examining the Largest Golden Parachutes
After Jack Welch retired from General Electric it wasn’t until a divorce settlement forced the disclosure of his retirement benefits package that anyone took any notice. At that time, the scandal surrounding Mr. Welch was that his perquisites were valued at $2.5 million a year, and included luxuries such as the use of an $80,000-per-month […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, GMI, Golden parachutes, Severance
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SEC Dismissal of “Failure to Supervise” Proceeding
In a significant case for legal and compliance professionals at securities firms, the Securities and Exchange Commission (the “Commission”) recently dismissed enforcement proceedings against Theodore W. Urban, former General Counsel of Ferris, Baker Watts, Inc. (“FBW”). [1] The dismissal of the proceedings, by an evenly divided Commission, rendered “of no effect” a prior administrative law […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged SEC, SEC enforcement, Securities enforcement
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