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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
Corporate Governance in Crisis Times
Since the apex of the economic crisis last year, American companies have been buried in an avalanche of corporate governance initiatives designed to increase the power of fund managers to dictate corporate policies to boards of directors. Unfortunately, few, if any, of the proposals focus on what must be the overriding objective of corporate governance—encouraging […]
Click here to read the complete postFinancial Integration, Investment, and Economic Growth
In our forthcoming The Review of Economics and Statistics paper: Financial Integration, Investment, and Economic Growth. Evidence from Two Eras of Financial Globalization, we turn to the economic history of the first era of financial globalization (1880-1914) for new insights into whether international financial integration boosts economic growth. We rely on models and techniques employed […]
Click here to read the complete postResponding to the SEC Proxy Access Rule Proposal
Now that the SEC has issued its proposed proxy access rules and asked for comments by August 17, a critical issue for public companies is what do to in response to this SEC initiative and when. In this Proxy Access Analysis, we provide suggestions for how general counsel and corporate secretaries may begin to educate […]
Click here to read the complete postA Mid-Year Review of SEC Enforcement in 2009
Editor’s Note: This post is by Eduardo Gallardo’s colleagues Mark Schonfeld, John Sturc, Barry Goldsmith, Eric Creizman, Jennifer Colgan Halter, Akita St. Clair, Ladan Stewart and Matthew Estabrook. Without question, the first six months of 2009 have been a period of sharply increased enforcement activity at the Securities and Exchange Commission. The financial crisis, the […]
Click here to read the complete postSpecial Purpose Vehicles
We investigate the use, determinants, and earnings effects of special purpose vehicles. Based on a proxy of SPV activity that can be applied to a broad cross-section of firms over time, we find a two-and-a-half fold monotonic increase in the percentage of firms using at least one SPV during the eight-year period from 1997 through […]
Click here to read the complete postResponding to Unsolicited Takeover Offers
In an article entitled “Responding to Unsolicited Takeover Offers,” my partner Frederick H. Alexander provides an overview of the issues a board may consider in evaluating a company’s governance profile given the potential increase in unsolicited offers in the current market environment. The article explains that despite the downturn in M&A activity during the past […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Hostile takeover
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Uses and limits of conventional corporate governance instruments
As a way to contribute to the current debate on corporate governance reforms, I have written a practitioner-based article, to be published in two parts by the Global Corporate Governance Forum of the World Bank Group, examining the uses and limits of five commonly employed corporate governance instruments – transparency, independent monitoring by the board […]
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Posted in Executive Compensation, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board monitoring, Boards of Directors, Corporate liability, Economic alignment, Governance reform, Shareholder rights, Transparency
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Country- and Firm-Level Determinants of Law Compliance
In our paper, Is the World Flat? Country- and Firm-Level Determinants of Law Compliance, which was recently accepted for publication in The Journal of Law, Economics, and Organization, we revisit the effects of a country’s institutional framework on individual firms’ behavior, in particular focusing on their propensity to comply with legal rules. We focus on […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, International Corporate Governance & Regulation
Tagged Compliance & ethics, Legal systems
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Delaware’s Art of Judging
Richard Posner should have been a U.S. Supreme Court justice. I flash on him as I watch Vice Chancellor Leo Strine of the Delaware Court of Chancery stride back and forth before a rapt audience of hundreds of Harvard Law Students in October 2007. Strine’s brilliance is staggering, his energy enormous; a boiling rage for […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Lawdragon
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World Markets for Mergers and Acquisitions
In our recently completed working paper, World Markets for Mergers and Acquisitions, we investigate the extent to which valuation differences and other international factors motivate cross-border mergers and acquisitions. Valuation differences between acquirers and targets can be broken into three components: Differences in country-level stock market movements, differences in firm-specific stock price movements relative to […]
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