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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
Judge 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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Curbing Excessive CEO Pay by Disentangling Wall Street and Corporate America
Peter Drucker, the revered management guru, deplored excessive CEO pay. He argued that CEOs should not be paid more than 20 to 25 times the average salary of company employees. While his approach is schematic, Drucker’s reasons for opposing high executive compensation resonate today even more than during his lifetime. Essentially, Drucker believed that the […]
Click here to read the complete postEquity-Debtholder Conflicts and Capital Structure
In the paper, Equity-Debtholder Conflicts and Capital Structure, which was recently made publicly available on SSRN, we present a novel approach to identifying debt‐equity conflicts and the associated agency costs, employing a 1991 legal event as a natural experiment. Our natural experiment revolves around the fiduciary duties of corporate officers. Broadly speaking, these duties require […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Empirical Research
Tagged Corporate debt, Debtor-creditor law, Per Strömberg
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The Most Influential People in Corporate Governance
A review of the most recent Directorship 100 list – a list of the most influential people in corporate governance put together each year by Directorship magazine – indicates that individuals affiliated with Harvard Law School and its Program on Corporate Governance play a central role in the corporate governance landscape. The Directorship 100 list […]
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Posted in Program News & Events
Tagged Directorship Magazine
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Convertible Bond Arbitrageurs as Suppliers of Capital
In the paper, Convertible Bond Arbitrageurs as Suppliers of Capital, which is forthcoming in the Review of Financial Studies, we investigate the role of convertible bond arbitrageurs as suppliers of capital. Convertible bonds have been an important source of financing for a wide variety of firms and have been particularly popular among distressed firms with […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Bonds, Convertible bonds, Hedge funds
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Is “Pay-to-Play” Driving Public Pension Fund Activism in Securities Class Actions?
Public pension funds have played a prominent role in securities class actions, comprising nearly half of all institutional investor lead plaintiffs. Overall, prior research has shown that the funds perform admirably in the lead plaintiff role, increasing recoveries for the class of defrauded shareholders, improving corporate governance, enhancing the independence of the board, and lowering […]
Click here to read the complete postPaid to Fail
In a report just filed with the United States court that is overseeing the bankruptcy of Lehman Brothers, a court-appointed examiner described how Lehman’s executives made deliberate decisions to pursue an aggressive investment strategy, take on greater risks, and substantially increase leverage. Were these decisions the result of hubris and errors in judgment or the […]
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