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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
How the Government Is Creating Another Housing Bubble
Editor’s Note: Peter J. Wallison is a senior fellow at the American Enterprise Institute. This post is based on an article by Mr. Wallison and Edward J. Pinto, a resident fellow at the AEI. It is hard to believe, but it looks like the government will soon use the taxpayers’ checkbook again to create a […]
Click here to read the complete postLitigation in Mergers and Acquisitions
Litigation is often triggered by the announcement of a merger or acquisition (M&A) proposal. Using hand-collected data, we document the types of suits triggered by M&A offers, the factors that influence whether offers are targeted by litigation, the impact of M&A lawsuits on offer outcomes (offer completion rates and takeover premium in completed deals), and […]
Click here to read the complete postCapital Structure and Debt Maturity Choices
In the paper, An International Comparison of Capital Structure and Debt Maturity Choices, forthcoming in the Journal of Financial and Quantitative Analysis, my co-authors (Joseph Fan and Garry Twite) and I examine the influence of institutional environment on capital structure and debt maturity choices by examining a cross-section of firms in 39 developed and developing […]
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Posted in Academic Research, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Private Equity
Tagged Capital structure, Debt maturity, Leverage
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The 2010 Governance Stars
Global Proxy Watch, the international corporate governance newsletter just announced its annual selection of “governance stars” – the “10 people around the world who had the most impact on corporate governance in the previous year.” This year’s list includes Lucian Bebchuk, director of Harvard’s Program on Corporate Governance. In announcing its selection, Global Proxy noted […]
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Posted in Program News & Events
Tagged General governance, Global Proxy Watch, Program on Corporate Governance
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CFTC Proposes to Register and Regulate Swap Dealers and Participants
On November 10, 2010, the CFTC proposed rules concerning swap dealers and major swap participants (“swaps entities”) under the Dodd-Frank Act. The rules address entity registration, conflicts of interest involving research and clearing activities, chief compliance officer designation and risk management, reporting and operational requirements. While the proposed rules do not address other key topics, […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged CFTC, Dodd-Frank Act, Risk, Risk management, Swaps, Swaps entities
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Why Do CFOs Become Involved in Material Accounting Manipulations?
In the paper, Why Do CFOs Become Involved in Material Accounting Manipulations? we investigate why CFOs become involved in material accounting manipulations. To address this research question, we examine two possible explanations. CFOs might instigate accounting manipulations for immediate personal financial gain, as reflected in their equity compensation. Alternatively, CFOs could manipulate the financial reports […]
Click here to read the complete postRecent Decisions Maintain Stability in Delaware Corporate Law
Delaware’s renowned corporation law rests upon a director-centric premise, reflected in Section 141 of the Delaware General Corporation Law (“DGCL”), that the business and affairs of corporations are to be managed by boards of directors. In carrying out this mandate, directors owe fiduciary duties requiring that they act in an informed manner (i.e., the duty […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged CBLH, Delaware cases, Delaware law, Delaware legislation
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Crossing State Lines — Cautionary Tender Offer Tales
With the increasing popularity of tender offers continuing unabated, dealmakers have quickly developed a comfort zone around structure and terms for Delaware targets. They are finding, however, that unique, and often quirky, provisions of state law in other jurisdictions mean that caution and creativity are required to implement the tender offer structure for targets incorporated […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Tender offer
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Empty Voting and the Efficiency of Corporate Governance
In our paper Empty Voting and the Efficiency of Corporate Governance, which is forthcoming in the Journal of Financial Economics, we model corporate voting outcomes when an informed trader, such as a hedge fund, can establish separate positions in a firm’s shares and votes. Recent research has shown that some hedge funds may use “empty […]
Click here to read the complete postKey Issues for Directors in 2011
For a number of years, as the new year approached, I have prepared a one-page list of the key issues for boards of directors that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for corporate governance matters, as well as the demands […]
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