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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
Seventh Circuit Makes Life Tougher for Directors with Conflicts
In CDX Liquidating Trust v. Venrock Assocs., et al., 2011 U.S. App. LEXIS 6390 (7th Cir. March 29, 2011), the United States Court of Appeals for the Seventh Circuit, reversing the District Court’s ruling, held under Delaware law that a director’s disclosure of a conflict, in and of itself, is insufficient to protect that director […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged CDX Trust v. Venrock Assocs., Conflicts of interest, CSC, Director liability, Fiduciary duties, U.S. federal courts
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The Political Economy of Fraud on the Market
The fraud on the market class action no longer enjoys substantive academic support. The justifications traditionally advanced by its defenders—compensation for out-of-pocket loss and deterrence of fraud—are thought to have failed due to the action’s real world dependence on enterprise liability and issuer funding of settlements. The compensation justification collapses when considered from the point […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Corporate fraud, Private enforcement, SEC enforcement, Shareholder rights
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Say on Pay — Questions for Institutional Investors
With the advent of mandatory “say on pay” votes this year for all public companies as required by the Dodd-Frank Act, institutional shareholders must consider not only whether to support a company’s executive compensation arrangements, but also, more broadly, how to ensure that their decision-making process will take into account the particular circumstances of the […]
Click here to read the complete postThe Power to Issue Stock
In the paper, The Power to Issue Stock, recently made publicly available on SSRN, I study the new but increasingly common practice of target management granting top-up options to bidders. The paper analyzes the mechanics and recent case law involving top-up options, as well as the more general implications of managers’ substantial power to issue […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Mergers & Acquisitions
Tagged Bidders, Dilution, Shareholder power, Tender offer, Top-up option
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What Price Reputation?
In Broken Promises: Private Equity Bidding Behavior and the Value of Reputation, a paper recently made public on the SSRN, we examine the relation between reputation and financial contracting. Beginning in August 2007, a number of private equity (PE) firms attempted to strategically default on pending acquisitions of publicly-traded targets. These attempts succeeded in a […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Buyouts, Contracts, Private equity, Reputation, Target firms
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The Anthropology of the Boardroom
It would be natural to start this 2011 Foreword with a précis of the many dramatic regulatory developments newly affecting directors of publicly traded corporations beginning in 2011. Those changes, are, in fact, important to review and are summarized below. But with so much attention understandably focused on external requirements and pressures, it might be […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Conflicts of interest, CSC, Discovery, Dodd-Frank Act, Philanthropy, Proxy access, Say on pay, Whistleblowers
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Is the Board Neutrality Rule Trivial?
In our paper, Is the Board Neutrality Rule Trivial? Amnesia About Corporate Law in European Takeover Regulation, which was recently made publicly available on SSRN, we suggest that there are two axes upon which we can assess the significance or triviality of the adoption of a board neutrality rule in European Union Member States. The […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Board neutrality, Boards of Directors, European Takeover Directive, Takeover defenses, Takeovers, UK
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Resolving Conflicts Between Institutional and Individual Investors in Securities Class Actions
In my paper, The Plight of the Individual Investor in Securities Class Actions, forthcoming in the Northwestern University Law Review, I offer a reassessment of both federal and Delaware law favoring the selection of institutional investors as lead plaintiffs in securities or transactional class actions. While it is clear that institutional investor lead plaintiffs have […]
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Posted in Academic Research, Institutional Investors, Securities Litigation & Enforcement
Tagged Class actions, Derivatives, Governance reform, Institutional Investors, Securities litigation
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Mandatory IFRS Adoption and Financial Statement Comparability
In our paper, Mandatory IFRS Adoption and Financial Statement Comparability, which was recently made publicly available on SSRN, we examine the effect of mandatory IFRS adoption on financial statement comparability. To isolate the effects of comparability, we use firms domiciled in the UK as our setting. Prior academic and practitioner research argues that UK domestic […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Financial reporting, IFRS, Information environment, UK
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Say on Pay So Far
The most important development this proxy season has been the new requirement under Dodd-Frank that all public companies hold an advisory “say on pay” vote. The following are our observations on “say on pay” thus far this proxy season. Results of General Vote. As of May 6, 2011, all but 15 of the 807 companies […]
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