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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
Tenure and CEO Pay
In the paper, Tenure and CEO Pay, which was recently made publicly available on SSRN, my co-author, Darius Palia of Rutgers University, and I examine the relationship between a CEO’s pay levels and pay-performance sensitivity and her tenure in the firm. The previous empirical literature had examined such issues used historical data that did not […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Entrenchment, Executive Compensation, Executive performance, Incentives
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Corporate Governance of the 100 Largest US Public Companies
Without question, the role of public company boards and their corporate governance policies and practices continue to face intense scrutiny. That much of this scrutiny comes from shareholder activists and institutional investors comes as no surprise. Demands from these shareholders for greater “shareholder democracy” and involvement in corporate governance have been growing in line with […]
Click here to read the complete postDelaware Provides Guidance on Majority Vote Resignations
A recent decision by the Delaware Supreme Court, City of Westland v. Axcelis, provides important guidance for situations where a director who has failed to obtain the requisite majority for reelection resigns in accordance with the company’s resignation policy and the resignation is not accepted by the board of directors. The board had adopted a […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Delaware cases, Delaware law, Resignation policy, Westland Police & Fire Retirement v. Axcelis
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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 […]
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