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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
HLS and HBS Professors Recommend Modifying SEC’s Proposed Proxy Access Rules
(Editor’s Note: An earlier post regarding a comment letter by seven major corporate law firms in opposition to the SEC’s proposed proxy access reform is available on the Forum here. An earlier post regarding a comment letter by 80 professors of law, business, economics, or finance in support of the proposed proxy access reform is […]
Click here to read the complete postStock Option Manipulation
In my forthcoming Journal of Finance paper The Manipulation of Executive Stock Option Exercise Strategies: Information Timing and Backdating, I identify three common option exercise strategies, and analyze executives’ incentives for manipulating the exercise of options to maximize their payoffs under each strategy. In the first strategy, executives exercise options and immediately sell the […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Securities Regulation
Tagged Equity-based compensation, Executive Compensation
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Beware the Idolatry of Numbers
(Editor’s Note: This post by Ben Heineman recently appeared in The Atlantic.) In early August, The New York Times ran a front page story that statisticians–rather than “dronish number nerds”–are increasingly in demand, “even cool.” With reams of data generated in the computer age and new realms to explore for purposes as broad as protecting […]
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Posted in Financial Crisis, Financial Regulation, Op-Eds & Opinions
Tagged Financial crisis
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SEC Resolves Empty Voting Action Involving King-Mylan Merger
Editor’s Note: This post is by Steven M. Haas of Hunton & Williams LLP. On July 21, 2009, the Securities and Exchange Commission (“SEC”) announced a settlement agreement with Perry Corp. (“Perry”) stemming from the hedge fund’s alleged failure to disclose its accumulation of nearly 10% of an issuer’s voting shares with the intent of […]
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Posted in Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged CSX Corp. v. Children's Fund, Empty voting, Hedge funds, Perry Corp., Schedule 13D, Schedule 13G, SEC
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Law Firms Comment on SEC’s Proposed Proxy Access Rules
(Editor’s Note: This post is by Theodore Mirvis of Wachtell, Lipton, Rosen & Katz. In addition to participating in the comment letter discussed in this post, Wachtell, Lipton, Rosen & Katz also filed its own comment letter, which is available here.) Seven major law firms — Cravath, Swaine & Moore LLP, Davis Polk & Wardwell LLP, […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Proxy access, Rule 14a-11, Rule 14a-8
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Impact of the Credit Crunch on Acquisition Agreements
(Editor’s Note: This post by John G. Finley is based on a Simpson Thacher & Bartlett memorandum, which first appeared as an article in the New York Law Journal.) This post was written together with Simpson Thacher & Bartlett associate Salvatore Gagliardi. While the pace of M&A activity has been subdued, the significance of contractual […]
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Posted in Financial Crisis, Mergers & Acquisitions, Practitioner Publications
Tagged Credit supply, Private equity
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What does a non-executive chairman do anyway?
(Editor’s Note: This post by Francis H. Byrd first appeared as a Governance & Proxy Review Update.) With the introduction of Senator Schumer’s Shareholder Bill of Rights there has been a great deal of discussion surrounding the role of the Non-Executive Chairman (NEC) versus that of the CEO. Discussion of this concept in the media […]
Click here to read the complete postSEC Enforcement Director Discusses Enforcement Initiatives
(Editor’s Note: This post below is a transcript of remarks by Robert Khuzami, Director of the Division of Enforcement of the Securities and Exchange Commission, to The Association of the Bar of the City of New York last week.) I. Introduction Thank you, Pat, for that kind introduction. It’s great to be back in New […]
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Posted in Court Cases, Legislative & Regulatory Developments, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged SEC, SEC enforcement
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Comment Letter of Eighty Professors of Law, Business, Economics, or Finance in Favor of Facilitating Shareholder Director Nominations
I submitted to the SEC yesterday a comment letter on behalf of a bi-partisan group of eighty professors of law, business, economics, or finance in favor of facilitating shareholder director nominations. The submitting professors are affiliated with forty-seven universities around the United States, and they differ in their view on many corporate governance matters. However, they all […]
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