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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Oligopoly, Disclosure, and Earnings Management
In our paper, Oligopoly, Disclosure, and Earnings Management, which is forthcoming in The Accounting Review, we theoretically examine whether firms bias their disclosures (manage earnings) to gain a competitive advantage in their product market. Our specific motivation comes from the claims of C. Michael Armstrong who was the CEO of AT&T from 1997 to 2002. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Earnings disclosure
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Court Rejects Insurers’ Attempt to Avoid D&O Coverage
In a recent opinion, the Fifth Circuit upheld a decision that prohibited D&O insurers from refusing to pay for the defense of a number of executives charged with civil and criminal wrongdoing by the SEC and the Department of Justice. Pendergest-Holt v. Lloyd’s of London, et al., No. 10-20069, 2010 WL 909090 (5th Cir. Mar. […]
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Posted in Court Cases, Practitioner Publications
Tagged D&O insurance, Pendergest-Holt v. Lloyd’s of London
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Whistle-Blowing: Target Firm Characteristics and Economic Consequences
In our paper, Whistle-Blowing: Target Firm Characteristics and Economic Consequences, which is forthcoming in The Accounting Review, we document the first systematic evidence on the characteristics and economic consequences of firms subject to employee allegations of corporate financial misdeeds. Whistle-blowing has received considerable attention in recent years after (1) whistleblowers were responsible, in part, for […]
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Posted in Academic Research, Empirical Research
Tagged SOX, Whistleblowers
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Supreme Court Clarifies Standards for Judicial Review of Mutual Fund Fees
Editor’s Note: Eduardo Gallardo is a partner focusing on mergers and acquisitions at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn Alert by Mark Perry, who co-authored the amicus brief for the Independent Directors Council in Jones v. Harris. The decision of the Supreme Court in the case was made […]
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Posted in Court Cases, Executive Compensation
Tagged Investment Company Act, Jones v. Harris, Supreme Court
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Federal Intervention in Executive Pay
For approximately 75 years (at least), the federal government has intervened in executive pay—in both direct and indirect ways. Two examples of direct intervention are Pay Controls (1971-74) and the current TARP program, introduced in 2008 in respect of financial institutions (and subsequently extended to two automotive companies) and still in effect as to many […]
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Posted in Executive Compensation, Financial Regulation, Practitioner Publications
Tagged Equity-based compensation, SEC, TARP
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Supreme Court Reverses 7th Circuit in Jones v Harris
Editor’s Note: This post relates to the decision of the Supreme Court in Jones et al. v. Harris Associates L.P., which is available here. In the case of Jones et al. v. Harris Associates L.P. (No. 08-586, March 30, 2010), the United States Supreme Court has vacated the decision of the Court of Appeals for […]
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Posted in Court Cases, Mergers & Acquisitions
Tagged Investment Company Act, Jones v. Harris, Mutual funds, Supreme Court
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Implications of Selectica for Next-Generation Poison Pills
At a time when the number of corporations with stockholder rights plans “poison pills” is declining sharply and poison pills are heavily criticized by stockholder governance proponents and proxy advisory firms, the Delaware Court of Chancery, in Selectica, Inc. v. Versata Enterprises, Inc., [1] reaffirmed the value of the poison pill to boards seeking to […]
Click here to read the complete postJudge Rejects SEC and Bank Proposal to Remove Firewall
Editor’s Note: A recent Davis Polk & Wardwell LLP Client Newsflash describing the modified Global Settlement discussed below is available here. U.S. District Judge William H. Pauley III recently rejected a proposal by the Securities and Exchange Commission and a group of securities firms to modify the terms of their 2003 Global Research Equity Settlement […]
Click here to read the complete postDelaware Offers Guidance on Special Litigation Committee Process
A recent decision from the Delaware Court of Chancery confirms that Special Litigation Committees (SLCs) can be an effective means of responding to derivative litigation— but only when carefully structured and properly implemented. London v. Tyrrell, C.A. No. 3321-CC (Del. Ch. Mar. 11, 2010). The decision arose in a suit by the founders and former […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, London v. Tyrrell, Special committees
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