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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
Maintaining Board Confidentiality
The increasing success of shareholder activists in designating or electing directors is altering the composition of public company boards. It is also posing challenges to long-held assumptions about the sanctity of board deliberations and the nature of a director’s confidentiality obligations to fellow directors and the company. The almost certain advent of proxy access will […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Confidentiality, Constituency directors, Proxy access
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Compensation in the Financial Industry
Editor’s Note: This post is the written testimony (with footnotes omitted) submitted by Professor Lucian Bebchuk to the Committee on Financial Services, United States House of Representatives. Professor Bebchuk will be testifying today in the hearing on “Compensation in the Financial Industry.” The hearing will begin today at 10 a.m., and information about it and […]
Click here to read the complete postGovernance Problems in Closely-Held Corporations
The notion of balance of power, as any schoolchild or immigration test-taker knows, was central to our Founding Fathers’ conception of effective governance. Their deep insight on human behavior not only shaped our political institutions, but also cleanly translated to the design of modern corporations. As Berle and Means have noted, owners of a corporation […]
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Posted in Academic Research, Empirical Research
Tagged Closely-held corporations, Common ownership
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The Board’s Role in Succession Planning
One of the most challenging aspects of the recent financial crisis has been the significant increase in the number of CEOs who have left their companies unexpectedly or on short notice. Despite this trend and the widespread view that succession planning is a critical board function, directors of many public companies are not fully satisfied […]
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Posted in Boards of Directors, Financial Crisis, Practitioner Publications
Tagged Lead directors, Succession
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A Stewardship Code for Institutional Investors
Editor’s Note: Ben W. Heineman, Jr., the former GE Senior Vice President for Law and Public Affairs, is senior fellow at the Harvard Law School Program on Corporate Governance and the Harvard Law School Program on the Legal Profession, as well as senior fellow at Harvard Kennedy School’s Belfer Center for Science and International Affairs. […]
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Posted in Institutional Investors, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Institutional Investors, Stewardship, Stewardship Code
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Risks to Overbidders Under Delaware Law
A recent Delaware Court of Chancery decision refusing to dismiss damages claims by NACCO Industries arising out of its failed attempt to acquire Applica Inc. provides important guidance for parties contemplating an overbid and highlights the risks that remain even after a topping deal is successfully closed. NACCO Indus., Inc. v. Applica Inc., C.A. No. […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, NACCO v. Applica, Overbids, Schedule 13D
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Looking Ahead at 2010 By Looking Back at 2009
Now this is not the end. It is not even the beginning of the end. But it is, perhaps, the end of the beginning. – Sir Winston Spencer Churchill Don’t look back. Something might be gaining on you. – Leroy (Satchel) Paige As 2009 comes to a close and we prepare for the 2010 proxy […]
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Posted in Corporate Elections & Voting, Financial Regulation, Practitioner Publications
Tagged Proxy access, Proxy season, Say on pay, SEC
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Court Takes Narrow View on Safe Harbor for Whistleblower Procedures in France
On December 8, 2009, the French Cour de Cassation rendered an important judgment about the implementation of whistleblower procedures in France. Since 2005, whistleblower procedures have been the subject of considerable controversy and difficulties in France. After prohibiting affiliates from McDonald’s Corporation and Exide Technologies from implementing whistleblower procedures required under the Sarbanes-Oxley Act, [1] […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications
Tagged France, SOX, Whistleblowers
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Proposed Changes May Facilitate “Wall-Crossed” Offerings
On December 21, 2009, the Securities and Exchange Commission issued a proposed amendment to paragraph (c) of Rule 163 under the Securities Act of 1933, as amended. Rule 163 was initially adopted in 2005 as part of the SEC’s Securities Offering Reform, which, among other things, eased many of the “gun jumping” restrictions on communications […]
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Posted in Practitioner Publications, Securities Regulation
Tagged SEC, Securities Act, Securities Act Rule 163, Wall-crossed offerings, WKSIs
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