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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
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 […]
Click here to read the complete postThe Matrixx of Materiality and Statistical Significance in Securities Fraud Cases
The US Supreme Court will soon consider whether information needs to be statistically significant for it to be deemed material and required to be disclosed by a company. To understand this issue, one must understand both statistical significance and materiality. If this is a topic of interest to you, then you may want to read […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Materiality, Securities fraud, Supreme Court
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Securities Litigation Update
We reported in Gibson Dunn’s 2010 Mid-Year Securities Litigation Update that the first half of 2010 was a busy one for securities litigation. That remained so in the second half of the year. The securities litigation landscape has featured ongoing battles in the trial courts regarding the scope and application of the Supreme Court’s decision […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Morrison v. National Australia Bank Ltd., SEC, Securities litigation, Supreme Court
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Capital Market Myopia and Plant Productivity
In the paper, Does Capital Market Myopia Affect Plant Productivity? Evidence from Going Private Transactions, which was recently made publicly available on SSRN, we hypothesize that if capital markets pressure listed firms to be myopic in a way that impacts efficiency (an influential criticism of the stock market oriented U.S. financial system), then going private […]
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Posted in Academic Research, Empirical Research
Tagged Capital markets, Efficiency, Firm performance, Going private
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