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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
Agency Problems in Public Firms
The extent of agency problems in publicly traded firms and the need for reform of executive compensation remain the subject of active debate. In the paper, Agency Problems in Public Firms: Evidence from Corporate Jets in Leveraged Buyouts, recently made available on SSRN, I bring new evidence to this debate by measuring a particular kind […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Agency costs, Executive Compensation, Leveraged acquisitions, Perks, Private firms, Public firms
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Del Monte and the Responsibility of a Board in a Sales Process
The acquisition of Del Monte Foods Co. by a group of financial buyers was completed earlier this month. [1] The shareholder vote, which took place in early March, had been delayed for twenty days by the Delaware Court of Chancery because the court found that the financial advisor to Del Monte’s board had failed to […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisitions, Board monitoring, Boards of Directors, Delaware cases, Delaware law, Financial advisers, Going private, In re Del Monte Foods
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Dodd-Frank Rulemaking Progress Report
This posting, the Davis Polk Dodd-Frank Rulemaking Progress Report, is the first in a new 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 by our technology team, led by associate […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act
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A New Legal Theory to Test Executive Pay: Contractual Unconscionability
Executive pay has skyrocketed in recent decades, in absolute terms and compared to average wages. The area of largest growth has been in stock-based components, including stock options, often tending to focus on the short-term, with associated risks we’ve seen. A vigorous academic debate has run for more than a decade, becoming a popular political […]
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Posted in Academic Research, Executive Compensation
Tagged Contracts, Equity-based compensation, Optimal contracting, Pay for performance
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Monitoring Managers: Does It Matter?
In the paper, Monitoring Managers: Does It Matter? which was recently made publicly available on SSRN, we investigate how boards of directors monitor management, under what circumstances they fire CEOs, and whether these actions improve performance. Boards of directors are tasked with ensuring that firms are run by competent managers who act in their shareholders’ […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Private Equity
Tagged Board monitoring, Boards of Directors, Executive performance, Executive turnover
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Delaware Court of Chancery Addresses Multi-Forum Deal Litigation
The pot of multi-forum stockholder litigation against deals continues to boil. The recent Allion decision, the subject of our recent memo, spotlights one solution that our Firm developed that has shown some promise. That litigation follows in the wake of a deal’s announcement is nothing new. But participants in the M&A markets are still grappling […]
Click here to read the complete postExemplifying Fundamentals — Back to Basics in Securities Regulation
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at the annual NASAA 19(d) conference; the complete remarks are available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities […]
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Posted in Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, Financial regulation, Money market funds, SEC, Securities regulation, Transparency
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The Shifting Landscape of Corporate Governance
The widespread public criticism of boards of directors arising from the financial crisis, and the ensuing governance reform initiatives, should not have come as a surprise to those following trends in corporate governance. Instead, they should be seen as part of a series of developments in the evolving relationship between shareholders and their boards in […]
Click here to read the complete postUN Guiding Principles for Business & Human Rights
In March, as the final product under my UN mandate as Special Representative to the Secretary-General for Business and Human Rights, I released a set of Guiding Principles for Business and Human Rights. The Guiding Principles seek to provide for the first time an authoritative global standard for preventing and addressing the risk of adverse […]
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