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

Governance Problems in Closely-Held Corporations

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 21, 2010

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 , | 4 Comments

The Board’s Role in Succession Planning

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 20, 2010

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 , | 1 Comment

Worldwide Investor Preferences for Performance Measures

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, January 19, 2010

In our paper, Which Performance Measures Do Investors around the World Value the Most – and Why?, which was recently accepted for publication in the Accounting Review, we examine the value relevance of a comprehensive set of summary performance measures including sales, earnings, comprehensive income, and operating cash flows. Academics and practitioners have recently begun […]

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A Stewardship Code for Institutional Investors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 18, 2010

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 , , | Comments Off on A Stewardship Code for Institutional Investors

Risks to Overbidders Under Delaware Law

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, January 18, 2010

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 , , , , | Comments Off on Risks to Overbidders Under Delaware Law

Looking Ahead at 2010 By Looking Back at 2009

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, January 17, 2010

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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Court Takes Narrow View on Safe Harbor for Whistleblower Procedures in France

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, January 16, 2010

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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Proposed Changes May Facilitate “Wall-Crossed” Offerings

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 15, 2010

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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Acquirer-Target Social Ties and Merger Outcomes

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 14, 2010

In our recent working paper Acquirer-Target Social Ties and Merger Outcomes, we estimate the relationship between merger announcement returns and the extent of social ties between the top managers and directors of the two merging firms. We focus on educational institutions as well as employment history as the basis of the social networks that we […]

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Pros and Cons of Voluntarily Implementing Proxy Access

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 13, 2010

Although many things about proxy access remain uncertain, it is clear the SEC remains committed to adopting a final rule in early 2010. The new rule will likely be effective for the 2011 proxy season. In our previous Proxy Access Analysis No. 4 we observed that: A critical question for companies and investors alike is […]

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Posted in Corporate Elections & Voting, Financial Regulation, Practitioner Publications | Tagged , | 2 Comments
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