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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
The Second Corporate Governance Wave in the Middle East and North Africa
In the paper, The Second Corporate Governance Wave in the Middle East and North Africa, forthcoming in the OECD Financial Market Trends, I chart the evolution of corporate governance across the Middle East and North Africa (MENA). Less than a decade ago, the understanding of corporate governance as a concept was nascent in the Middle […]
Click here to read the complete postForeclosure Suspensions and Other Mortgage Disputes
In late 2010, a number of banks with mortgage servicing operations declared moratoriums or suspensions on some aspects of foreclosure proceedings, a move that appears to have been prompted by revelations about the banks’ alleged substandard foreclosure practices. By mid-October 2010, it was reported that the Office of the Comptroller of the Currency and the […]
Click here to read the complete postThe Convergence of Traditional and Alternative Investment Products
For more than half a century, traditional investment funds (mutual funds) and alternative investment funds (hedge funds) occupied separate and distinct segments of the investment market. They employed different investment strategies, were subject to different regulatory standards, and mostly catered to different classes of investors. Increasingly, however, these two types of funds have found themselves […]
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Posted in Banking & Financial Institutions, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Citi Fund Services, Dodd-Frank Act, ERISA, Fund managers, Hedge funds, Investment Company Act, Mutual funds, SEC, Securities Act, SOX
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Exploring the Role Delaware Plays as a Domestic Tax Haven
In the paper, Exploring the Role Delaware Plays as a Domestic Tax Haven, which was recently made publicly available on SSRN, we examine whether the market for incorporation extends beyond decisions related to the parent company down to decisions related to the subsidiaries of the firm. We extend the finance and legal literatures that examine […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Legislative & Regulatory Developments
Tagged Delaware articles, Delaware law, Tax avoidance, Taxation
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The Airgas Ruling and the Professors
Editor’s Note: This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. Chancellor Chandler’s monumental ruling in the Airgas case, which is available here, provides a comprehensive review and analysis of the evolution and current state […]
Click here to read the complete postDelaware Court Reaffirms the Poison Pill and Directors’ Power to Block Inadequate Offers
Almost thirty years ago, our Firm announced there was a way — the poison pill — to level the playing field between corporate raiders and a board of directors acting to protect the interests of the corporation and its shareholders. Despite great skepticism about the pill in the legal and banking communities, the Delaware Supreme […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Airgas v. Air Products & Chemicals, Delaware cases, Delaware law, Hostile takeover, Poison pills
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Buyout and Deal Protections Enjoined due to Conflicted Advisor
Another memorandum on the case, by George Bason, Arthur F. Golden and Justine Lee, of Davis Polk & Wardwell LLP is available here.This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. The Delaware Court of […]
Click here to read the complete postInvestor Communication and “Fifth Analyst Call”
As the 2011 proxy season approaches, companies are focused on drafting their proxy statements and preparing for their annual meetings. With mandatory nonbinding say-on-pay votes on the ballot and continued focus by corporate governance activists on executive compensation, communication issues with investors, especially large stockholders, are taking on increased importance. Recently, a group of institutional […]
Click here to read the complete postCD&A Template Will Help Issuers Improve Compensation Disclosure
The compensation discussion and analysis (CD&A) portion of the corporate proxy statement has been a point of frustration for both issuers and investors since its adoption by the U.S. Securities and Exchange Commission (SEC) in 2006. The compensation disclosure regime was intended to help both shareowners and boards of directors make more informed decisions concerning […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged CD&A, CFA Institute, Compensation disclosure, Executive Compensation, Proxy materials
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Credit Quality as a Bonus Underpin
In the aftermath of the recent financial crisis, bank remuneration remains a critically sensitive issue – for shareholders, creditors, regulators, governments and the general public. This is particularly the case for those systemically important financial institutions that received government bailouts. While many of these institutions are beginning to recover, the negative effects of increased debt […]
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