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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
Delaware Amends Alternative Entity Statutes
In its latest session, the Delaware legislature enacted several amendments to three of Delaware’s four “alternative entity” statutes – the Delaware Limited Liability Company Act (“DLLCA”), the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) and the Delaware Revised Uniform Partnership Act (“DRUPA”). [1] The amendments become effective on August 1, 2009. Among other things, the […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware law, Delaware legislation
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Back to the Good Times on Wall Street
New York State Attorney General Andrew Cuomo released yesterday a report on compensation and income at nine major banks during 2003-2009. An assessment of these figures raises serious concerns from the perspective of both investors and taxpayers. The Cuomo report focuses on nine large financial institutions that received substantial TARP support from the government. Below […]
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Posted in Academic Research, Executive Compensation, Financial Crisis, Financial Regulation, HLS Research
Tagged Executive Compensation, Financial institutions, TARP
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Protecting Shareholders and Enhancing Public Confidence through Corporate Governance
Editor’s Note: This post is the written testimony (with footnotes and references omitted) submitted by Professor John Coates to the Senate Banking, Housing, and Urban Affairs Subcommittee on Securities, Insurance and Investment. Professor Coates testified on July 29, 2009 in the hearing on “Protecting Shareholders and Enhancing Public Confidence by Improving Corporate Governance.” Professor Coates’s […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Speeches & Testimony
Tagged Board composition, Boards of Directors, Financial crisis, Governance reform, Say on pay
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Review Proposes Fundamental Changes to Strengthen UK Bank Governance
On July 16 the Walker review of corporate governance of UK banks and other financial institutions (BOFIs) released a consultation paper on the future of corporate governance in the UK financial services sector (the Review). We have recommended substantial changes to the way the boards of BOFIs function in particular through boosting the role of […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments
Tagged Bank boards, Banks, Governance reform, Sir David Walker, UK
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U.S. Corporate Governance Today: A Reshaping of Capitalism
One way to sum up the “big picture” of corporate governance in the U.S. today is as follows: We are in the midst of a true revolution in our private enterprise economic system, much of which is being driven in the name of “corporate governance” by multiple parties with an ever-expanding agenda. This may sound […]
Click here to read the complete postThe Risk Burden of Entrepreneurship
An entrepreneur’s primary incentive is ownership of a substantial share of the enterprise that commercializes the entrepreneur’s ideas. An inescapable consequence of this incentive is the entrepreneur’s exposure to the idiosyncratic risk of the enterprise. Diversification or insurance to ameliorate the risk would necessarily weaken the incentives for success. In our forthcoming American Economic Review […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Entrepreneurs, Incentives, Risk
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Populist Wish Lists Offer Legislative Parade of Horribles
In recent weeks, regulators and lawmakers have proposed a dizzying array of reforms that, if implemented, would exacerbate short-termism, undercut directorial discretion, further empower shareholder activists, and impose unnecessary and potentially costly burdens on public companies. Few of the proposed reforms are truly new and nearly all are ill-conceived. They appear to proceed in part […]
Click here to read the complete postNYTimes Editorial Refers Favorably to Bebchuk-Spamann Proposal
In an editorial titled “Of Banks and Bonuses,” The New York Times today expresses support for reforming pay in banks. Among possible reforms, the editorial describes as an “insightful reform” a proposal put forward recently in a discussion paper by Lucian Bebchuk and Holger Spamann that the Harvard Program on Corporate Governance issued recently. The […]
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Posted in Executive Compensation, Financial Regulation, HLS Research, Op-Eds & Opinions
Tagged Banks, Executive Compensation
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Does Skin in the Game Matter?
In our forthcoming Journal of Financial and Quantitative Analysis paper, Does Skin in the Game Matter? Director Incentives and Governance in the Mutual Fund Industry, we investigate whether effective governance, particularly director ownership, is associated with superior mutual fund performance, and if so, what economic mechanism could explain that. We assemble a unique database on […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Institutional Investors
Tagged Executive Compensation, Incentives, Mutual funds, Skin in the game
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Delaware Supreme Court Establishes Equitable Relief in Short Form Mergers
In a decision that could increase the litigation risk associated with short-form mergers under 8 Del. C. § 253, the Delaware Supreme Court has ruled that where there is a breach of the duty of disclosure in connection with a short-form merger, the appropriate remedy is an automatic “quasi appraisal” action in which the minority […]
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Posted in Court Cases, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Berger v. Pubco Corp., Delaware cases, Delaware law, Short-form merger
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