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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
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- Elina Tetelbaum
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- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
International Experts Form Council on Global Financial Regulations
Editor’s Note: This post draws on an article that first appeared on the Harvard Law School website. Hal Scott, the Nomura Professor and director of the Program on International Financial Systems at Harvard Law School, has been named co-chair of the newly-organized Council on Global Financial Regulation. The Council has been formed by a group […]
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Posted in Financial Regulation, Program News & Events, Securities Regulation
Tagged Council on Global Financial Regulation, Financial regulation
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Increasing International Cooperation and Other Key Trends in Anti-Corruption Investigations
Last Fall, we noted that countries other than the United States were stepping up their efforts to combat international bribery and corruption. (See International Anti-Corruption Enforcement on the Rise – October 19, 2009.) Consistent with that trend, earlier this week the U.K. Serious Fraud Office in conjunction with the U.S. Department of Justice settled corruption […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications
Tagged Anti-corruption
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Corporate Political Speech is Bad for Shareholders
Editor’s Note: This post is Lucian Bebchuk’s most recent op-ed in his series of monthly columns titled “The Rules of the Game” for the international association of newspapers Project Syndicate, which can be found here. This op-ed draws on his study with Zvika Neeman, “Investor Protection and Interest Group Politics,” forthcoming in The Review of […]
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Posted in Corporate Elections & Voting, Court Cases, Op-Eds & Opinions
Tagged Political spending
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Strategic Flexibility and the Optimality of Pay for Sector Performance
In our paper, Strategic Flexibility and the Optimality of Pay for Sector Performance, which is forthcoming in the Review of Financial Studies, we propose a model in which a CEO chooses the firm’s strategy as she faces uncertainty regarding future sector movements. She can put forth (personally) costly effort to generate an informative signal about […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Executive performance, Incentives
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Considerations for Directors in the 2010 Proxy Season
The current economic and regulatory landscape poses unprecedented challenges for public companies and their boards of directors. They are facing scrutiny from shareholders, Congress, regulators and the public, and new proposals to address the causes of the financial crisis have been emerging on almost a daily basis for over a year now. Some of these […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Clawbacks, Executive Compensation, Proxy voting, Say on pay, SEC
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Are Incentive Contracts Rigged by Powerful CEOs?
Editor’s Note: This post comes to us from Adair Morse, Assistant Professor of Finance at the University of Chicago, Vikram Nanda, Professor of Finance at the Georgia Institute of Technology, and Amit Seru, Assistant Professor of Finance at the University of Chicago. In our paper Are Incentive Contracts Rigged By Powerful CEOs?, which is forthcoming […]
Click here to read the complete postSustainable Reform: Prioritizing Long-Term Investors
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 SEC Speaks conference. The views expressed in the post are those of Commissioner Aguilar, and do not necessarily reflect the views of the Commission, the other Commissioners, or the […]
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Posted in Corporate Elections & Voting, Financial Crisis, Financial Regulation
Tagged Financial regulation, SEC, TARP
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Delaware Court of Chancery Addresses Proxy Contest Mechanics and Vote Buying
In a recent decision involving dueling consent solicitations, the Delaware Court of Chancery cast welcome light on the “foggy” mechanics of proxy solicitations and offered guidance on “vote-buying” in corporate control contests. Kurz v. Holbrook., C.A. No. 5019-VCL (February 9, 2010). The case involved a contest for control of EMAK Worldwide, a “deregistered, poorlyperforming microcap […]
Click here to read the complete postPoison Pills Revisited
During the last decade, activist shareholders and corporate governance groups have been fairly successful in pressuring companies to voluntarily surrender a number of anti-takeover defenses, most notably the use of staggered boards and shareholder rights plans (also referred to as “poison pills”). In fact, according to FactSet SharkRepellent, between December 2002 and December 2009 the […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, Delaware cases, Delaware law, Poison pills
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