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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
How Financial Reforms Will Impact Private Equity Hedge Funds
On May 20, 2010, the U.S. Senate passed a comprehensive set of financial regulatory reforms that, if enacted, will represent the most sweeping set of changes to the U.S. financial regulatory system since the Great Depression. The reforms, which are set forth in a bill of more than 1,500 pages called the Restoring American Financial […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Private Equity
Tagged Dodd-Frank Act, Hedge funds
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Executive Compensation in the Courts
In the paper, Executive Compensation in the Courts: Board Capture, Optimal Contracting and Officer Fiduciary Duties, forthcoming in the Minnesota Law Review, my co-author, Harwell Wells, and I identify a theoretical impasse in our understanding of executive compensation and looks to recent developments in corporation law to find a practicable way out. At present, debates […]
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Posted in Academic Research, Boards of Directors, Executive Compensation
Tagged Board capture, Boards of Directors, Delaware cases, Delaware law
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Market Upheaval and Investor Harm Should Not be the New Normal
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 the recent Compliance Week 2010 conference, the complete version of which is available here. The views expressed in Commissioner Aguilar’s remarks are his own and do not necessarily reflect those of […]
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Posted in Financial Crisis, Financial Regulation, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, Oversight, SEC, Too big to fail
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The Financial Reform Bill’s Implications for the 2011 Proxy Season
We’re not yet through 2010 and we’re already writing about 2011? Well, given the Senate’s passage of the Financial Reform Act we are now much closer to a new reality of major governance changes being imposed on companies of all sizes by regulation. This proxy season, we have all been operating in the shadow of […]
Click here to read the complete postIs Delaware’s Antitakeover Statute Unconstitutional? Further Findings and Reply to Commentators
In an Article published in the May 2010 issue of the Business Lawyer (discussed on the Forum here, and available for download here) Steven Herscovici, Brian Barbetta, and I make three straightforward points: 1. Three federal district courts held in 1988 that Delaware’s antitakeover statute must give bidders a “meaningful opportunity for success” in order […]
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Posted in Academic Research, Empirical Research, HLS Research, Mergers & Acquisitions
Tagged DGCL, DGCL Section 203, Freezeouts
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System and Evolution in Corporate Governance
In the paper, System and Evolution in Corporate Governance, which was recently made publicly available on SSRN, my co-author, Fabio Carvalho, and I explore the relevance of systems theory for an understanding of legal evolution, with specific reference to the law and practice of corporate governance. Evolutionary ideas play an important role in the contemporary […]
Click here to read the complete postNew SSRN e-journal on Compensation of Executives & Directors
This post seeks to draw the attention of readers of the Forum to the new e-journal on Compensation of Executives and Directors of SSRN’s Corporate Governance Network (CGN). This journal distributes abstracts of, and links to, selected recent working papers that deal with compensation of top executives, compensation of mid-level executives, director compensation, and similar […]
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Posted in Academic Research, Executive Compensation, Program News & Events
Tagged SSRN
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The Design of Corporate Debt Structure and Bankruptcy
In our paper, The Design of Corporate Debt Structure and Bankruptcy, forthcoming in the Review of Financial Studies, we analyze the design of bankruptcy rules and debt structure in an optimal-contracting perspective. If cash flow is not verifiable and only the asset value of the firm is verifiable, then when a firm borrows from a […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research, Private Equity
Tagged Debtor-creditor law, EBRD
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Understanding RiskMetrics Compensation “GRId”
As discussed in our memos of March 16, 2010 and May 13, 2010, RiskMetrics has recently released the guidelines for calculations under its Governance Risk Indicator (GRId) rating system. The GRId instructions include over 50 pages of compensation questions, the answers to which result in a stand-alone Compensation GRId rating. The Compensation GRId questions and […]
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Posted in Comparative Corporate Governance & Regulation, Executive Compensation, Practitioner Publications
Tagged GRId, ISS
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