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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
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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Posted in Court Cases, Practitioner Publications
Tagged Arbitration, Delaware law, Delaware legislation
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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 […]
Click here to read the complete postThe 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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Posted in Empirical Research
Tagged Corporate pyramids, Dividends, Taxation
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Corporate Governance: Past, Present, & Future
Editor’s Note: Robert Monks is the founder of Lens Governance Advisors, a law firm that advises on corporate governance in the settlement of shareholder litigation. The Vision The modern business corporation emerged as the first institutional claimant of significant unregulated power since the nation state established its title in the sixteenth and seventeenth centuries. —Abe […]
Click here to read the complete postPrivate Equity and Industry Performance
In this paper, Private Equity and Industry Performance, which was recently published on SSRN, my co-authors, Shai Bernstein, Morten Sørensen, and Per Strömberg, and I examine the impact of PE investments across 20 industries in 26 major nations between 1991 and 2007. We focus on whether PE investments in an industry affect aggregate growth and […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Growth rates, Private equity
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After the Financial Crisis: Fixing the Market and Regulatory Failures
Editor’s Note: Eliot Spitzer is the former Governor of New York. This post is based a speech delivered by Mr. Spitzer at Harvard University’s Edmond J. Safra Foundation Center for Ethics; an essay adapted from the speech recently appeared in the Boston Review. Every day we read the headlines, feel the tensions, observe the consequences […]
Click here to read the complete postJust Say NOL: Delaware Upholds 4.99% Rights Plan to Protect NOLs
Editor’s Note: Theodore Mirvis is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell Lipton memorandum by Mr. Mirvis, Eric S. Robinson, William Savitt and Ryan A. McLeod, regarding the recent decision of the Delaware Court of Chancery in Selectica, Inc. v. Versata Enters., Inc.; […]
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Posted in Court Cases, Mergers & Acquisitions
Tagged Delaware cases, Delaware law, NOLs, Selectica v. Versata
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Bundling and Entrenchment
In a recently issued discussion paper, “Bundling and Entrenchment,” we present the first empirical study of the bundling problem in corporate law. The paper, which will be published in the May 2010 issue of the Harvard Law Review, is available here. Our study provides empirical evidence that managements have been using bundling to introduce antitakeover […]
Click here to read the complete postIs Pay Too High and Are Incentives Too Low?
In this paper, Is Pay Too High and Are Incentives Too Low? A Wealth-Based Contracting Framework, which was recently published on SSRN, my co-author, Wayne Guay, and I describe a wealth-based contracting framework useful in structuring executive compensation and incentives. In the wake of the recent financial crisis, US executive compensation has, once again, come […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Incentives
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Corporate Governance and the Financial Crisis: Causes and Cures
Editor’s Note: Theodore N. Mirvis is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. This post is a summary of a discussion hosted by Mr. Mirvis at the Corporate Directors Forum at the University of San Diego; the slides from that presentation are available here. A recent discussion that I moderated […]
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