-
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
Court Holds No Duty to Include a “Fiduciary Out” in Extra-ordinary Transaction Agreements
On March 30, 2011, the California Court of Appeals affirmed a long standing principle of California law that boards of directors of California companies can lawfully bind themselves to complete an extra-ordinary corporate transaction such as a merger or recapitalization without the need for a “fiduciary out” and without an independent shareholder vote. Monty v. […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Extraordinary transactions, Fiduciary outs, Shareholder voting
Comments Off on Court Holds No Duty to Include a “Fiduciary Out” in Extra-ordinary Transaction Agreements
Early Results from Say on Pay
Beginning on Jan. 21, 2011, most domestic public companies became subject to the SEC’s new “say on pay” and “say on frequency” rules. In the first 30 days of the new rules, 95 companies (including TARP recipients) held SOP votes and 92 companies held SOF votes. At 93 of the 95 companies, NEO compensation was […]
Click here to read the complete postAgency 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 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Agency costs, Executive Compensation, Leveraged acquisitions, Perks, Private firms, Public firms
Comments Off on Agency Problems in Public Firms
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 […]
Click here to read the complete post
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
Comments Off on Del Monte and the Responsibility of a Board in a Sales Process
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 […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act
Comments Off on Dodd-Frank Rulemaking Progress Report
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 […]
Click here to read the complete post
Posted in Academic Research, Executive Compensation
Tagged Contracts, Equity-based compensation, Optimal contracting, Pay for performance
Comments Off on A New Legal Theory to Test Executive Pay: Contractual Unconscionability
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’ […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, Private Equity
Tagged Board monitoring, Boards of Directors, Executive performance, Executive turnover
Comments Off on Monitoring Managers: Does It Matter?
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 […]
Click here to read the complete post
Posted in Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, Financial regulation, Money market funds, SEC, Securities regulation, Transparency
Comments Off on Exemplifying Fundamentals — Back to Basics in Securities Regulation