-
Supported By:
Subscribe or Follow
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
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 […]
Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, GMI, Golden parachutes, Severance
1 Comment
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 […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged SEC, SEC enforcement, Securities enforcement
Comments Off on SEC Dismissal of “Failure to Supervise” Proceeding
Registration of Investment Advisory Affiliates
On Jan, 18, 2012, the SEC’s Division of Investment Management issued a no-action letter [1] permitting registered advisers to private funds (“filing advisers”) to include general partners and similar SPVs of their affiliated funds on the filing adviser’s Form ADV. In addition, U.S. filing advisers who have affiliated investment advisory firms which are controlled by, […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Filing advisers, Form ADV, No-action letters, Private funds, Registration statements, SEC
Comments Off on Registration of Investment Advisory Affiliates
It Pays to Follow the Leader
Financial bidders like private equity firms often compete with corporate bidders for the same target. Over the last 27 years, financial sponsors made 23 percent of all competing bids. In our paper, It Pays to Follow the Leader: Acquiring Targets Picked by Private Equity, forthcoming in the Journal of Financial and Quantitative Analysis, we examine […]
Click here to read the complete post
Posted in Academic Research, Mergers & Acquisitions, Private Equity
Tagged Bidders, Private equity, Strategic buyers
1 Comment
Transforming Executive Pay in the UK
The Business Secretary of the British government (“Government”), Vince Cable, recently announced a package of controversial plans in a bid to transform UK executive pay culture [1]. Under a new-four-pronged approach, shareholders would for the first time be given a binding vote on executive pay packages. Executive boards may also need to become more diverse […]
Click here to read the complete postLLC Controlling Member Fiduciary Liabilities
Last month, the Delaware Court of Chancery issued an important post-trial decision that held the majority and managing member of an LLC liable for breaches of fiduciary duty in connection with the member’s management and eventual purchase of the company. The opinion unequivocally shows that the Court of Chancery considers Delaware’s LLC Act to impose […]
Click here to read the complete postLessons Learned: The Inaugural Year of Say-on-Pay
One thing is for certain: Pay is unique at every company. There are as many iterations of pay as there are companies in America. This uniqueness makes our job as shareholders very challenging. For the most part, we must rely on the members of compensation committees to develop the compensation philosophy and structure in order […]
Click here to read the complete postSpin-offs and Reverse Morris Trusts
Even with the recent slowdown in M&A activity, spin-offs have been among the transactions of choice in the past year. With everyone from economic mainstays like ConocoPhillips and Kraft to high-profile new players like TripAdvisor engaging in separation deals in the latest round of deconsolidation, it is an opportune time for dealmakers to consider the […]
Click here to read the complete postOwnership Dynamics with Large Shareholders
In our paper Ownership Dynamics with Large Shareholders: an Empirical Analysis, forthcoming in the Journal of Financial and Quantitative Analysis, we study ownership dynamics in a country where controlling shareholders are prevalent. We find that ownership structures are very persistent and that pyramidal structures are associated with less dispersion than other control structures. We also […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Chile, Controlling shareholders, Corporate pyramids, Market timing, Ownership
Comments Off on Ownership Dynamics with Large Shareholders
Bebchuk Wins Debate about the Contribution of Executive Pay to the Financial Crisis
Over the past two weeks, Lucian Bebchuk and René Stulz engaged in an online debate on the question: Has Executive Compensation Contributed to the Financial Crisis? Bebchuk supported a “yes” answer, and Stulz argued for a “no” answer. The debate, which was hosted by the World Bank’s All about Finance blog, was followed by a […]
Click here to read the complete post
Posted in Executive Compensation, HLS Research, Program News & Events
Tagged Banks, Executive Compensation, Financial crisis
1 Comment