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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
Recent Delaware Decisions Reaffirm Merger Terminates Derivative Standing
The Delaware Supreme Court has long recognized that a merger terminates the standing of the target corporation’s former shareholders to maintain a derivative action on the target’s behalf, with two narrow exceptions: if the merger is fraudulently designed solely to eliminate derivative standing or if it is merely a “reorganization” that does not affect the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Ark. Teacher Ret. Sys. v. Caiafa, Delaware cases, Delaware law, Derivative actions, In re Countrywide Corp.
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Regulators Issue Final Guidance on Banking Incentive Compensation
On June 21, 2010, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Office of Thrift Supervision and the Federal Deposit Insurance Corporation jointly issued comprehensive final guidance designed to ensure that incentive compensation policies do not undermine the safety and soundness of banking organizations by […]
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Posted in Executive Compensation, Financial Crisis, Practitioner Publications
Tagged Financial institutions
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The Cost of Debt
In the paper, The Cost of Debt, which is forthcoming in the Journal of Finance, we use panel data from 1980 to 2007 to estimate the marginal cost function for corporate debt. This is the first explicit estimate of the cost of debt function in the literature. We use variation in debt tax benefit curves […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Corporate debt
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Preventing Investor Harm Should be SEC Priority Number One
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at a recent open meeting of the SEC, which are available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities […]
Click here to read the complete postKey Changes to the EU Prospectus Directive
This Alert summarizes certain key changes to the EU Prospectus Directive (2003/71/EC) which were approved by the EU Parliament on June 17, 2010 (the “Amending Directive”). These changes are the result of several months of discussions among the European Commission, the European Parliament and the European Council and various market participants. The Amending Directive will […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications
Tagged Europe
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Delaware Provides Guidance Regarding Discounted Cash Flow Analysis
Two recent opinions from the Delaware Court of Chancery, both authored by Vice Chancellor Leo E. Strine, Jr., provide important guidance for the preparation and use of a discounted cash flow (DCF) analysis in appraisal and other merger-related proceedings. [1] In Global GT LP v. Golden Telecom, Inc., C.A. No. 3698-VCS (Del. Ch. April 23, […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Cash flows, Delaware cases, Delaware law, Global v. Golden Telecom, Maric Capital v. Plato Learning
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Increased Disclosure Requirements and Corporate Governance Decisions
In the paper, Increased Disclosure Requirements and Corporate Governance Decisions: Evidence from Chief Financial Officers in the Pre- and Post-Sarbanes Oxley Periods, which is forthcoming the Journal of Accounting Research, I examine how the new internal control disclosure requirements mandated by SOX affect annual corporate governance decisions regarding CFOs. The “disclosure of type” hypothesis argues […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged CFOs, SOX
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Summary and Implementation Schedule of the Dodd-Frank Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act will soon be the law of the land, assuming Senate passage. With the President’s signature, the bill will mark the greatest legislative change to financial supervision since the 1930s. This legislation will affect every financial institution that operates in this country, many that operate from outside […]
Click here to read the complete postNew Sentencing Guidelines for Corporate Defendants
On April 7, 2010, the United States Sentencing Commission approved significant changes to Chapter 8 of the Federal Sentencing Guidelines, which applies to organizations convicted of criminal offenses. In particular, these amendments affect the requirements for establishing an “effective compliance program” — a means of mitigating institutional punishment in the wake of criminal conduct. Barring […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Sentencing guidelines
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An Open Proposal for Client Directed Voting
According to the SEC, “client directed voting” will be included in a forthcoming concept release on “proxy plumbing” issues and SEC Chairman Mary L. Schapiro now indicates review by the Commission is forthcoming (see this post on the Forum). It is critical that shareowners become familiar with this term. The SEC can shape their concept […]
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Posted in Op-Eds & Opinions, Practitioner Publications
Tagged Client-directed voting, CorpGov.net, Proxy plumbing
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