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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
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 […]
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Posted in Banking & Financial Institutions, Financial Regulation, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged FSOC, Hedge funds, Private funds, Volcker Rule
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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. […]
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Posted in Court Cases, Derivatives, Practitioner Publications
Tagged Charter & bylaws, Forum selection, Galaviz v. Berg, Willkie
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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 […]
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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
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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 […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Delaware cases, Delaware law, In re John Q. Hammons
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Financial Crisis Inquiry Commission: The Private Sector Failed
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This article originally appeared in The Atlantic. After the Congressionally appointed Financial Crisis Inquiry Commission issued its report last week, there was a virtually unanimous, […]
Click here to read the complete postLaw Professors Submit Amicus Brief in Proxy Access Case
Editor’s Note: This post relates to a brief submitted by 36 law professors, including Professor Coates and Professor Victor Brudney, in the case of Business Roundtable and Chamber Of Commerce v. SEC. Boston College Law Professor Kent Greenfield led the organization of the group, and the brief was written by Jay Eisenhofer, Michael Barry and […]
Click here to read the complete postThe Sarbanes-Oxley Act and Exit Strategies of Private Firms
In the paper, The Sarbanes-Oxley Act and Exit Strategies of Private Firms, which was recently made publicly available on SSRN, we examine the costs of SOX compliance for private firms wanting to exit the private market via either an acquisition by a public firm or an IPO. The costs and benefits of the Sarbanes-Oxley Act […]
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Posted in Academic Research, Empirical Research, Financial Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions
Tagged IPOs, Private firms, SOX
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Reform of the European Markets in Financial Instruments Directive
On December 8, 2010, the European Commission published a public consultation (the “Consultation”) [1] on the review of the Markets in Financial Instruments Directive (“MiFID”). [2] The Consultation follows technical advice published in July 2010 and October 2010 [3] by the Committee of European Securities Regulators (“CESR”) relating to a number of potential MiFID reforms. […]
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Posted in Banking & Financial Institutions, Derivatives, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Derivatives, Europe, European Commission, Financial reporting, Investor protection, Securities regulation, Third-country firms
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