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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
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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D.C. Circuit Adopts Expansive Meaning of Underwriter
In Zacharias v. SEC, the U.S. Court of Appeals for the District of Columbia Circuit affirmed an SEC order finding that two officers and directors of a public company and an unaffiliated third party engaged in a “scheme” to sell securities in violation of the registration requirement of Section 5 of the Securities Act, despite […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged SEC, Securities Act, Securities enforcement, U.S. federal courts, Zacharias v. SEC
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Paying for Performance at Goldman
Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk published today on Wall Street Journal online and available here. Last week, after reporting stellar second-quarter profit of $3.4 billion, Goldman announced the setting aside of $11.4 billion for compensation – which, broken down per employee, is similar to what Goldman set […]
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Posted in Banking & Financial Institutions, Executive Compensation, HLS Research, Op-Eds & Opinions
Tagged Banker bonuses, Banks, Executive Compensation, Goldman Sachs, Short-termism
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A critique of the President’s financial regulation reforms
Editor’s Note: This post is the first part of a two-part series by Richard A. Posner, and is based on a recent article in Lombard Street. On June 17, the Treasury Department issued an 88-page report entitled Financial Regulatory Reform: A New Foundation: Rebuilding Financial Supervision and Regulation. The Report (as I’ll call it) is […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Financial crisis, Financial regulation
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Administration Proposes Regulations for Private Fund Investment Advisers
On July 15, 2009, the Obama administration (the “Administration”) delivered to Congress draft legislation, the Private Fund Investment Advisers Registration Act of 2009. Under the proposed legislation, managers of most hedge funds, private equity funds and venture capital funds in the U.S. would be required to register with the Securities and Exchange Commission (the “SEC”) […]
Click here to read the complete postShareholder Lawsuits and Stock Returns
In our forthcoming Journal of Financial and Quantitative Analysis paper, Shareholder Initiated Class Action Lawsuits: Shareholder Wealth Effects and Industry Spillovers, we analyze shareholder initiated class action lawsuits and the associated stock price reaction. Our analysis uses a comprehensive sample obtained from the Securities Class Action Lawsuit Clearinghouse (see here) at Stanford University (which tracks […]
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Posted in Academic Research, Court Cases, Empirical Research, Securities Regulation
Tagged Class actions, Market reaction, Shareholder suits
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What Happens When The Government Enters The Ring?
Editor’s Note: This post by Professor Mark Roe appears today on Forbes.com Bernanke and Paulson are still taking heat from Congress for pressing Bank of America’s Lewis into going forward with the Merrill Lynch purchase, a deal that shackled Bank of America with significant losses. And Bank of America’s Lewis took considerable heat from its […]
Click here to read the complete postWhy re-regulating derivatives can prevent another disaster
Editor’s Note: This post is by Lynn A. Stout of UCLA School of Law. When credit markets froze up in the fall of 2008, many economists pronounced the crisis both inexplicable and unforeseeable. That’s because they were economists, not lawyers. Lawyers who specialize in financial regulation, and especially the small cadre who specialize in derivatives […]
Click here to read the complete postCuban Decision Casts Doubt on SEC Position on Insider Trading
On Friday, a federal district court in the Northern District of Texas dismissed the SEC’s insider trading case against Dallas Mavericks owner Mark Cuban. While the celebrity of the defendant has undoubtedly contributed to the widespread publicity of the dismissal, the real news is that the SEC has, for the moment at least, lost a […]
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