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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Delaware Corporations Seek to Counter Forum Shopping
In response to concerns that the plaintiffs’ bar is rushing [1] to sue Delaware corporations “anywhere but Delaware,” to avoid the predictability and speed of Delaware courts and potentially to obtain larger settlements, 195 Delaware corporations (including Chevron, DIRECTV, Life Technologies and 24 other members of the S&P 500) have adopted or proposed adopting charter […]
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Posted in Court Cases, Practitioner Publications
Tagged Charter & bylaws, Delaware articles, Delaware law, Forum selection, In re Revlon
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February 2012 Dodd-Frank Progress Report
This posting, the February 2012 Davis Polk Dodd-Frank Progress Report, is the eleventh in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Dodd-Frank Act, GAO
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The Flight Home Effect
In our paper, The Flight Home Effect: Evidence from the Syndicated Loan Market During Financial Crises, forthcoming in the Journal of Financial Economics, we study whether lenders, when hit by shocks that negatively affect bank wealth in their home market, have a tendency to rebalance their portfolio away from international markets to their domestic market. […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, International Corporate Governance & Regulation
Tagged Bank loans, Capital allocation, Financial crisis, Shocks
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Should Your Board Have a Separate Risk Committee?
It is generally accepted that the full board has overall responsibility for risk oversight, mirroring the board’s responsibility for overseeing strategy. In deciding how to organize itself to oversee risk and risk management, the question arises as to whether the board should establish a separate risk committee. This article explores that question and provides examples […]
Click here to read the complete postHouse Passes Its Version of STOCK Act
The U.S. House of Representatives passed by a vote of 417-2 its version of the STOCK Act, which, as you may know from our previous post, was introduced in response to the U.S. Senate’s passing its own version of the STOCK Act. Now that the House version has passed, we expect that the House and […]
Click here to read the complete postCross Border Shareholder Class Actions Before and After Morrison
In our paper, Cross Border Shareholder Class Actions Before and After Morrison, we conduct an empirical inquiry into the effect of the Supreme Court’s 2010 decision in Morrison v. National Australia Bank on the competitiveness of US markets as a venue for listings by foreign issuers and trading in cross-listed stocks. Passed in the wake […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Dodd-Frank Act, Foreign squared/cubed, Morrison v. National Australia Bank Ltd., Securities litigation
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Loyalty Claims Against Outside Directors
A September 2011 Delaware Court of Chancery decision refused to dismiss claims alleging that a board of directors breached its fiduciary duty of loyalty in authorizing a sale of a corporation to a third party. The stockholder plaintiff alleged that the sale was motivated by the corporation’s former chairman and chief executive officer, who owned […]
Click here to read the complete postManagerial Investment and Changes in GAAP
In my paper, Managerial Investment and Changes in GAAP: An Internal Consequence of External Reporting, which was recently made publicly available on SSRN, I investigate whether changes in Generally Accepted Accounting Principles (GAAP) affect corporate investment decisions. I hypothesize that the relation between changes in GAAP and investment manifests for at least two non-mutually exclusive […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Financial Regulation
Tagged Accounting standards, Capital allocation, Financial reporting, GAAP, R&D
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Congress Considers STOCK Act Amending Insider Trading Laws
Last Thursday, February 2, 2012, the Senate passed S. 2038 (the STOCK Act) which, among other things: confirms that the insider trading ban under Section 10(b) of the Securities Exchange Act of 1934 (’34 Act) applies to congressional members and staff, and executive and judicial branch officials; amends the Lobbying Disclosure Act of 1995 (LDA) […]
Click here to read the complete postCourt of Chancery Upholds Contractual Modifications of Fiduciary Duties
In Gerber v. Enterprise Products Holdings, LLC, C.A. No. 5989-VCN (Del. Ch. Jan. 6, 2012), the Court of Chancery enforced the contractual modification of fiduciary duties in Enterprise GP Holdings, L.P.’s partnership agreement and, on a motion to dismiss, dismissed all claims against the defendants arising out of the sale of a subsidiary by Enterprise […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Fiduciary duties, Gerber v. Enterprise Products
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