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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Court Broadens Insider Trading Claims Under Delaware Law
Shareholders may state a derivative claim for insider trading without alleging injury to the company–so held the Delaware Supreme Court in an opinion it recently issued in Kahn v. Kolberg Kravis Roberts & Co., L.P., No. 436, 2010 (June 20, 2011) (“In re Primedia“). Following the In re Primedia decision, plaintiffs can be expected to […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, In re Primedia, Insider trading
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General Release — Handle with Caution
A recent decision by the highest court in New York highlights once again the broad finality of a general release given in a transactional context, even in cases where significant fraud is subsequently alleged. As we noted in a prior M&A Update, courts are reluctant to permit parties to circumvent the typically broad language of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Corporate fraud, Fiduciary duties, General releases
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One-Year Anniversary Dodd-Frank Rulemaking Progress Report
This posting, the Davis Polk Dodd-Frank Rulemaking Progress Report, is the fifth 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 Tracker™, […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, SEC, SEC rulemaking
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The Deterrence Effects of SEC Enforcement and Class Action Litigation
In the paper, The Deterrence Effects of SEC Enforcement and Class Action Litigation, we study whether SEC enforcement actions are associated with significant change in behavior of peer firms towards greater compliance. As complete compliance is not feasible, a rational enforcement policy implies enforcement efforts that maximize deterrence. Maximum deterrence is also explicitly mandated in […]
Click here to read the complete postInside the Boardroom: Responding to a Negative Say on Pay Vote
When stockholders deliver a negative vote on say on pay, directors face the question whether to change corporate policy in response – even if their best business judgment tells them that existing compensation programs are well-designed and are working well. In fact, a negative vote on say on pay does not change the board’s fiduciary […]
Click here to read the complete postChange of Control Special Committee: Breathing Life into CNX
Notwithstanding the excellence of the Delaware judiciary, the multiple standards of review under Delaware law for reviewing the actions of a target’s directors involved in a merger or acquisition transaction are cumbersome, a source of needless litigation, and economically inefficient. In my paper Change of Control Special Committee: Breathing Life into CNX, recently made public […]
Click here to read the complete postD.C. Circuit Strikes Down Proxy Access Rules
In an opinion issued today in the challenge brought by the Business Roundtable and U.S. Chamber of Commerce to the SEC’s adoption of proxy access, the U.S. Court of Appeals for the D.C. Circuit vacated the entire proxy access regime as an “arbitrary and capricious” exercise of the SEC’s authority. The opinion, written by Judge […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Proxy access, SEC, U.S. federal courts
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Advisory Directors
In our paper, Advisory Directors, which was recently made publicly available on SSRN, we study the characteristics and effects of directors dedicated to providing strategic counsel to the chief executive officer (CEO). The question of how to structure corporate boards for effective oversight of top management has attracted significant academic and regulatory efforts in recent […]
Click here to read the complete postRichard Breeden and Larry Hamdan Join PCG’s Advisory Board
The Forum is pleased to announce that Richard Breeden and Larry Hamdan joined the Advisory Board of the Harvard Law School Program on Corporate Governance. They are joining the existing members of the Board: William Ackman, Peter Atkins, Joseph Bachelder, Richard Climan, Isaac Corré, John Finley, Byron S. Georgiou, Robert Mendelsohn, David Millstone, Theodore Mirvis, […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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