Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Committee On Capital Markets Regulation Proposes Fed-Regulated Clearinghouses To Reduce Systemic Risk

Editor’s Note: Hal Scott is the Director of the Program on International Financial Systems at Harvard Law School and the co-chair of the Committee on Capital Markets Regulation. This post relates to a letter from the Committee to the Chairmen and Ranking Members of the Senate Banking Committee and House Financial Services Committee; the letter […]

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Clearing House Association Joins Board of Governors of the Fed. v. Bloomberg

The Clearing House Association, a membership business league comprised of eleven of the largest financial institutions in the United States, is a party to the pending appeal in the United States Court of Appeals for the Second Circuit by the Board of Governors of the Federal Reserve System (the “Board”) in Board of Governors of […]

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Harvard Corporate Faculty Lead SSRN Rankings

Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2009, Harvard Law School faculty members associated with the Program on Corporate Governance led SSRN author rankings; they captured six of the top 100 slots – including the number one slot – among the top 100 law school professors […]

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Executive Compensation: A New View from a Long-Term Perspective

In our paper, Executive Compensation: A New View from a Long-Term Perspective, 1936-2005, which is forthcoming in the Review of Financial Studies, we document important changes in the level and the structure of executive pay from 1936 to 2005. The real value of total compensation followed a J-shaped pattern over our sample period. After a sharp decline […]

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Who Should Submit Shareowner Proposals?

In Apache v. Chevedden, Apache’s court brief says: “When it comes to shareholder proposals, Apache is the ‘David’ and Chevedden is the ‘Goliath.’” That seems strange coming from a $33 billion market cap company. However, after reading their brief, I agree; the company seems to be at a disadvantage. They don’t seem to know how corporate […]

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Posted in Corporate Elections & Voting, Practitioner Publications | Tagged , , | 1 Comment

Incentives of Private Equity General Partners from Future Fundraising

In the paper, Incentives of Private Equity General Partners from Future Fundraising, which was recently published on SSRN, my co-authors (Ji-Woong Chung, Berk Sensoy, and Léa Stern) and I evaluate the importance of future fundraising to the incentives of private equity general partners. To do so, we formalize the logic by which good performance today […]

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SEC Release Establishes Guidance on Climate Change Disclosure

On February 2, 2010, the Securities and Exchange Commission issued an interpretive release to provide guidance on existing Commission disclosure requirements as they apply to climate change. In issuing the release, the Commission stated that its objective is to provide clarity on disclosure relating to climate change, including in an issuer’s risk factors, business description, […]

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Alternative Dispute Resolution in the Delaware Court of Chancery

New rules took effect February in Delaware governing the arbitration of business disputes in the Delaware Court of Chancery. The rules implement amendments to Delaware law, adopted last year, granting the Chancery Court jurisdiction to arbitrate certain business disputes, and compliment rules already in place governing the Court’s mediation of business and technology disputes. Under […]

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Fixing the Problems with Client Directed Voting

In their recent post on the Forum entitled Restoring Balance in Proxy Voting: The Case For “Client Directed Voting (available here), Frank Zarb Jr. and John Endean advocate Client Directed Voting (CDV), and describe how CDV might work. However, their model suffers from a significant problem. As envisioned by Mr. Zarb and Mr. Endean, CDV […]

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The Corporate Pyramid Fable

Editor’s Note: This post comes to us from Steven Bank, Professor of Law at UCLA, and Brian Cheffins, Professor of Corporate Law at the University of Cambridge. In our paper, The Corporate Pyramid Fable, which was recently published on SSRN, we investigate the impact intercorporate taxation of dividends had on corporate pyramids. Intercorporate taxation of […]

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