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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
Designing the SEC Rules Governing Say on Pay Frequency
The Securities and Exchange Commission is now considering adopting preliminary rules concerning the frequency with which companies will have to hold “say on pay” votes. One critical issue facing the Commission is setting rules concerning the resolutions all public companies will be required to hold to determine whether say on pay votes will take place […]
Click here to read the complete postImportant Chancery Court Opinion for Corporations with Staggered Boards
On October 8, 2010, the Court of Chancery of Delaware issued an important opinion, Airgas, Inc. v. Air Products & Chemicals, Inc. (Del. Ch. Oct. 8, 2010), with significant implications for public corporations with staggered boards. The decision arose out of the ongoing takeover battle by Air Products for control of Airgas, Inc. At Airgas’s […]
Click here to read the complete postDelaware’s Balancing Act
In the paper Delaware’s Balancing Act, which was recently made publicly available on SSRN, we examine the decline in Delaware’s popularity as a venue for corporate litigation. The Delaware court system has functioned to a significant degree as a de facto “national” court for U.S. corporate law. Corporate disputes arising in Delaware courts frequently generate […]
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Posted in Academic Research, Court Cases, Empirical Research
Tagged Delaware articles, Delaware law, Incorporations
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Recent Delaware Cases Regarding Poison Pills
Delaware courts have recently ruled on the validity of a shareholder rights plan, or “poison pill,” in two situations that presented issues of first impression under Delaware law. On August 12, 2010, Vice Chancellor Strine, in Yucaipa American Alliance Fund II, L.P. v. Riggio, C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), upheld the use […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, eBay v. Newmark, Poison pills, Yucaipa Fund v. Riggio
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Changing Corporate Behavior through Shareholder Activism
Each year, American foundations give away billions of dollars to address social and environmental issues. This number, though substantial, is dwarfed by the amount of assets that remain invested in foundations’ endowments. Few foundations, however, recognize the vast funds in their investment portfolios as anything other than a source of income to fund grants and […]
Click here to read the complete postVoluntary Non-Financial Disclosure and the Cost of Equity Capital
In the paper, Voluntary Non-Financial Disclosure and the Cost of Equity Capital: The Initiation of Corporate Social Responsibility Reporting, forthcoming in The Accounting Review, we examine a potential benefit associated with the initiation of voluntary disclosure of CSR activities—a reduction in the cost of equity capital. We find that the likelihood of a firm initiating […]
Click here to read the complete postNYSE Commission Report Defines Core Principles of Corporate Governance
In the fall of 2009, the New York Stock Exchange formed a diverse and independent commission to examine core governance principles that could be widely supported by issuers, investors, directors, and other market participants. Chaired by Wilson Sonsini Goodrich & Rosati chairman Larry Sonsini, the NYSE Commission on Corporate Governance recently issued its final report, […]
Click here to read the complete postRegulating the Shadow Banking System
In the paper Regulating the Shadow Banking System, which was recently made publicly available on SSRN, we propose principles for the regulation of shadow banking and describe a specific proposal to implement those principles. The “shadow” banking system played a major role in the financial crisis, but was not a central focus of the recent […]
Click here to read the complete postDodd-Frank Provisions Affecting Executive Pay
Today’s column focuses on several of the provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. 111-203 (July 21, 2010) affecting executive compensation. These are (i) Say on Pay (including discussion of Proxy Access as it relates to Say on Pay), (ii) the so-called “clawback” provisions and (iii) the new requirement […]
Click here to read the complete postBank Loans with Chinese Characteristics
In the paper Bank Loans with Chinese Characteristics: Some Evidence on Inside Debt in a State-Controlled Banking System, forthcoming in the Journal of Financial and Quantitative Analysis, we study the process of bank lending to corporations in a transitional environment. A simple model of a pooling equilibrium suggests that both negative and positive announcement effects […]
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