-
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
Staggered Boards and the Wealth of Shareholders: Evidence from the two Airgas Rulings
The Program on Corporate Governance just issued our paper Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment. While staggered boards are known to be negatively correlated with firm valuation, such association might be due to staggered boards either bringing about lower firm value or merely being the product of the tendency […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Court Cases, Empirical Research, HLS Research
Tagged Airgas v. Air Products & Chemicals, Antitakeover, Boards of Directors, Delaware cases, Delaware law, Proxy contests, Staggered boards, Takeover defenses
Comments Off on Staggered Boards and the Wealth of Shareholders: Evidence from the two Airgas Rulings
Computerization and the Abacus: Reputation, Trust, and Fiduciary Duties in Investment Banking
Editor’s Note: Steven Davidoff is a Professor of Law at the University of Connecticut. This post is based on a paper by Mr. Davidoff, William J. Wilhelm, Jr. of the University of Virginia, and Alan D. Morrison of the University of Oxford. In our essay Computerization and the Abacus: Reputation, Trust, and Fiduciary Duties in Investment […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Securities Litigation & Enforcement
Tagged CDOs, Fiduciary duties, Goldman Sachs, SEC, Securitization
Comments Off on Computerization and the Abacus: Reputation, Trust, and Fiduciary Duties in Investment Banking
2010 Year-End Securities Enforcement Update
I. Overview of 2010 The year 2010 has been a watershed year for securities enforcement. The Dodd-Frank Wall Street Reform and Consumer Protection Act gave the SEC additional enforcement powers, while also bringing additional market participants under SEC registration and potentially elevating the standards of conduct for other securities professionals. At the same time, the […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Dodd-Frank Act, SEC, SEC enforcement, Securities enforcement
Comments Off on 2010 Year-End Securities Enforcement Update
Capital-Market Effects of Securities Regulation
In the paper, Capital-Market Effects of Securities Regulation: The Role of Implementation and Enforcement, which was recently made publicly available on SSRN, my co-authors (Hans Christensen of the University of Chicago and Luzi Hail of the University of Pennsylvania) and I examine capital-market effects of changes in securities regulation. We focus on two key EU […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Europe, Liquidity, Securities enforcement, Securities regulation, Transparency
Comments Off on Capital-Market Effects of Securities Regulation
Summary of the Volcker Rule Study – Hedge Funds and Private Equity Funds
The study by the Financial Stability Oversight Council (“FSOC”) [1] of the funds portion of the Volcker Rule includes useful findings and recommendations on the definitions of “hedge funds,” “private equity funds” and “banking entities,” but leaves a number of important questions unanswered. To provide an idea of the number and nature of important questions […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged FSOC, Hedge funds, Private funds, Volcker Rule
Comments Off on Summary of the Volcker Rule Study – Hedge Funds and Private Equity Funds
Forum Selection Bylaw Clause Rejected by Court
In a matter of first impression, the United States Federal District Court for the Northern District of California recently denied motions to dismiss a derivative action for improper venue, finding the forum selection clause in the corporate bylaws of a Delaware corporation to be unenforceable. The decision in Galaviz v. Berg, No. 10-cv-3392, slip op. […]
Click here to read the complete post
Posted in Court Cases, Derivatives, Practitioner Publications
Tagged Charter & bylaws, Forum selection, Galaviz v. Berg, Willkie
1 Comment
CFOs versus CEOs: Equity Incentives and Crashes
In the study, CFOs versus CEOs: Equity Incentives and Crashes, forthcoming in the Journal of Financial Economics, we examine the impact of executive equity incentives on a firm’s stock price crash risk. Based on a recent theoretical study by Benmelech, Kandel, and Veronesi (2010), we argue that equity incentives motivate managers to conceal bad news […]
Click here to read the complete postFinal SEC Rules on Say-on-Pay Voting and Disclosures
Editor’s Note: This post comes to us from John J. Cannon, a partner in the Executive Compensation and Employee Benefits Group at Shearman & Sterling LLP, and is based on a Shearman & Sterling Client Memorandum by Mr. Cannon, Jeffrey Crandall, Kenneth Laverriere, Doreen Lilienfeld and Linda Rappaport. An earlier post by Lucian Bebchuk and […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Executive Compensation, Financial Regulation, Legislative & Regulatory Developments
Tagged Dodd-Frank Act, Executive Compensation, Golden parachutes, Say on pay, SEC, Shareholder proposals
Comments Off on Final SEC Rules on Say-on-Pay Voting and Disclosures
SEC Study on the Fiduciary Duty of Investment Advisers and Broker-Dealers
General Observations Background. On January 21, 2011, the Securities and Exchange Commission (the “SEC” or “Commission”) released its much anticipated staff study on the effectiveness of the standards of care required of broker-dealers and investment advisers providing personalized investment advice about securities to retail customers (the “Study”). As required by Section 913 of the Dodd-Frank […]
Click here to read the complete postDelaware Confirms Fairness of Third-Party Transaction with Controlled Company
In a recent post-trial decision, the Delaware Court of Chancery upheld as entirely fair the third-party acquisition of a controlled company in which the controlling shareholder received consideration that differed from that provided to the public minority. In re John Q. Hammons Hotels Inc. S’holder Litig., C.A. No. 758-CC (Del. Ch. Jan. 14, 2011). The […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Delaware cases, Delaware law, In re John Q. Hammons
Comments Off on Delaware Confirms Fairness of Third-Party Transaction with Controlled Company