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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
Stress Testing the Government’s Chrysler Plan
Editor’s Note: This post by Professor Mark Roe appeared today on Forbes.com. Capital markets players have been grumbling that Chrysler’s creditors are being badly treated and that their contract is being ignored. Warren Buffett said last week that there’ll be “a whole lot of consequences” if the government’s Chrysler plan keeps on its current trajectory. […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Bailouts, Bankruptcy, Chrysler, TARP
2 Comments
The Proposed “Shareholder Bill of Rights Act of 2009”
A few weeks ago, Senator Schumer announced his intention to introduce the Shareholder Bill of Rights Act of 2009. The central stated goal of the Act — “to prioritize the long-term health of firms and their shareholders” and create “more long-term stability and profitability within the corporations that are so vital to the health, well-being, […]
Click here to read the complete post(Re)regulation of Financial Services—Back to the Future?
As the financial crisis has deepened over the past year, first the Bush Administration and now the Obama Administration have announced ambitious plans for comprehensive reform of the financial regulatory system. Not to be left behind, at the same time current and former members of Congress and Government officials, international groups such the G-20 and […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Cravath, Financial reform, Financial regulation, Liquidity, Risk, Risk management, Too big to fail
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Recent Poison Pill Developments and Trends
Shareholder rights plans were developed more than 25 years ago to fend off opportunistic hostile offers and other abusive takeover transactions. Rights plans deter unauthorized stock accumulations by imposing substantial dilution upon any shareholder who acquires shares in excess of a specified ownership threshold (typically ten to twenty percent) without prior board approval. Although the […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged NOLs, Poison pills, Shareholder rights
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Mutual Fund Advisory Fees
SUMMARY The United States Court of Appeals for the Eighth Circuit has ruled that the size of a mutual fund investment adviser’s fee is only one factor to be considered in reviewing a claim under Section 36(b) of the Investment Company Act of 1940. Gallus v. Ameriprise Financial, Inc., No. 07-2945 (8th Cir. April 8, […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Financial advisers, Investment Company Act, Mutual funds, U.S. federal courts
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Post-SOX changes in Bonus Contracts
Complain all you want about Sarbanes-Oxley, but the 2002 act and related reforms have created a tighter link between executive pay and company performance. Our study, Changes in bonus contracts in the post-Sarbanes-Oxley era, forthcoming in the Review of Accounting Studies, examines the relation between CEO and CFO bonuses and their firms’ earnings from 1996 […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Legislative & Regulatory Developments
Tagged Bonuses, Earnings disclosure, Executive Compensation, SOX
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Avoiding Shareholder Activism
The Conference Board released an executive action report discussing expected trends in shareholder activism in light of the current economic and political environment. The paper is the fourth in The Conference Board series of papers on the oversight role of the board of directors in the financial crisis. It provides board members with a checklist […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Oversight, Shareholder activism, The Conference Board
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Beneath the Hype: Notes on Key Executive Compensation Issues
It’s proxy time, and business reporters are riding their favorite seasonal hobby horse: executive compensation. This year’s stories are colored by the current financial and business crisis, by the impact of various government assistance programs and by a Congressional response that has bordered on hysteria. A few compensation practices are receiving recurring attention, at times […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Clawbacks, Executive Compensation, Repricings, Say on pay
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Revisiting Corporate Governance Regulation
In my working paper Revisiting Corporate Governance Regulation: Firm Heterogeneity and the Market for Corporate Domicile, which I recently presented at the Law, Economics and Organizations Workshop here at Harvard Law School, I use a discrete choice framework to analyze state design and firm choice of the implications of incorporation: corporate governance laws, corporate taxes […]
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Posted in Academic Research, Empirical Research, Financial Regulation, Securities Regulation
Tagged Incorporations, State law, Taxation
1 Comment
Shareholder Activism Report for 2008
Thomson Reuters has recently released its Strategic Research Report on Shareholder Activism for 2008. The report focuses on activist situations that have taken place from October through December 2008. It also details success and failure rates and other data pertaining to activist situations in 2007 and 2008. The source for this data was Thomson’s SDC […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Shareholder activism
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