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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
Cost Benefit Analysis of Pay Disparity Disclosure
As we previously discussed in our memorandum of August 2, the Dodd-Frank Act directs the SEC to amend the proxy rules to require disclosure of the ratio of the median annual total compensation of a company’s employees (excluding its chief executive officer) to the total annual compensation of its chief executive officer. For the sake […]
Click here to read the complete postThe Reliability of Preliminary Earnings Releases
In the paper, The Unintended Consequences of PCAOB Auditing Standards Nos. 2 and 3 on the Reliability of Preliminary Earnings Releases, forthcoming in the Journal of Accounting and Economics, we examine the trade-off that companies face in providing value relevant information on a timely basis through preliminary earnings announcements (PEAs) versus the potential loss of […]
Click here to read the complete postImproving Governance of Chapter 11 Debtors
The concept of a debtor in possession – that incumbent directors and managers can be made into statutory fiduciaries to reorganize a business that failed under their leadership – is an inspired idea. It is a uniquely American expression of trust and confidence, and it is consistent with the principles of fresh start and renewal […]
Click here to read the complete postDesigning 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, […]
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