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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
Lucian Bebchuk’s Keynote Speech at the ICGN Annual Meeting
Lucian Bebchuk delivered a keynote address at the annual meeting of the International Corporate Governance Network (ICGN) taking place this month in Toronto, Canada. The meeting drew over 400 participants from 40 countries. Bebchuk’s speech focused on reforming executive pay structures to tighten the link between pay and long-term performance. The address built on three […]
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Posted in Academic Research, HLS Research, Program News & Events
Tagged ICGN
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Are Sovereign Wealth Fund Investments Politically Biased?
Our paper, Are Sovereign Wealth Fund Investments Politically Biased? Comparing Mutual and Sovereign Funds, which was recently made publicly available on SSRN, belongs to a series of studies on Sovereign Wealth Funds and their role in the new financial architecture. The study is a background paper for the Global Development Outlook 2010. The resilience of […]
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Posted in Academic Research, Empirical Research, Institutional Investors, International Corporate Governance & Regulation
Tagged OECD, Sovereign Wealth Funds
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Delaware Court Adopts Unified Standard for Controlling Stockholder Going Private Transactions
In a recent Delaware decision issued in In re CNX Gas Corp. Shareholders Litigation, C.A. No. 5377-VCL (Del Ch. May 25, 2010), Vice Chancellor Travis Laster imposed additional requirements for controlling stockholders and boards to obtain the benefit of the more deferential business judgment standard of review by a court in litigation over a going […]
Click here to read the complete postThe Dark Side of Outside Directors
In the paper, The Dark Side of Outside Directors: Do They Quit When They are Most Needed? which was recently made publicly available on SSRN, my co-authors (Rüdiger Fahlenbrach from the Ecole Polytechnique Fédérale de Lausanne and the Swiss Finance Institute and Angie Low from the Nanyang Technological University) and I focus on a cost […]
Click here to read the complete postHow 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 […]
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