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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
Regulation and Distrust
In the paper, Regulation and Distrust, which is forthcoming in the Quarterly Journal of Economics, we document and try to explain the strong, negative correlation between government regulation and social capital found in a cross-section of countries. The correlation works for a range of measures of social capital, from trust in others to trust in […]
Click here to read the complete postWhen the Government Is the Controlling Shareholder
In our paper When the Government Is the Controlling Shareholder, recently made publicly available on SSRN, we analyze the ways in which existing corporate law structures of accountability change when the government is the controlling shareholder, and the extent to which federal “public law” structures substitute for displaced state “private law” norms. As a result […]
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Posted in Academic Research, Financial Crisis, Legislative & Regulatory Developments
Tagged Accountability, Controlling shareholders, TARP
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Why Bankers’ Pay is the Government’s Business
Editor’s Note: Lucian Bebchuk is a Professor of Law, Economics, and Finance at Harvard Law School. This post is the text of a statement that Professor Bebchuk posted at the invitation of the Economist magazine as part of a debate, available on the magazine’s website, on the motion “This house believes that bosses’ pay is […]
Click here to read the complete postThe Takeover Directive as a Protectionist Tool?
In the paper The Takeover Directive as a Protectionist Tool? forthcoming in WG Ringe and U Bernitz (eds) Company Law and Economic Protectionism (Oxford/New York: Oxford University Press 2010), my co-authors (Edmund-Philipp Schuster and Emilie van de Walle de Ghelcke) and I examine how the implementation of the European Takeover Directive changed the takeover rules […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Bidders, Board neutrality, Boards of Directors, Europe, European Takeover Directive, Takeovers
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Inside Debt
In the paper, Inside Debt, which is forthcoming in the Review of Finance, we show that CEOs should be paid with debt in their own firm, to deter them from taking risky actions (e.g. sub-prime lending) that hurt bondholders, as was common in the recent financial crisis. Our theory justifies the substantial use of debt […]
Click here to read the complete postWhose Risk Is It? Corporate Catastrophe and Human Rights
Assuring the existence of internal systems for effective risk management is a core component of corporate governance, embedded in best practice and the laws of many countries. [1] Yet the global recession caused by the financial meltdown and the runaway Deepwater Horizon leak in the Gulf of Mexico show, yet again, that the consequences of […]
Click here to read the complete postMaking Sense Out of “Clawbacks”
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. A version of this article appeared today in Business Week online. The “clawback” of pay from high-level executives for malfeasance is a hot but complex […]
Click here to read the complete postSEC Issues Concept Release on “Proxy Plumbing”
At its open meeting on July 14, 2010, the SEC voted unanimously to publish a concept release seeking public comment on a variety of issues relating to the mechanics of communications and voting under the SEC’s proxy rules (so-called “proxy plumbing”). The release may be found here. Comments must be filed with the SEC on […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Proxy plumbing, SEC
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Some Dodd-Frank Executive Compensation Action Items
Washington’s focus on changing the rules regarding executive compensation continues with the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act. Set forth below is a discussion of certain executive compensation provisions of the Act and some recommended action items. Say-on-Pay The Act requires that companies include in their annual proxy statement a non-binding […]
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