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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
Federal Trade Commission Inquires Into Interlocking Boards
The Federal Trade Commission (FTC) has begun making inquiries into the fact that certain individuals hold seats on the boards of both Apple and Google, according to an article in today’s New York Times.[1] Section 8 of the Clayton Act ( Section 8 ) prohibits an individual from serving as a director or board elected […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Boards of Directors, FTC, Interlocking boards
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Strategies for the New Reality of Shareholder Proxy Access
Access to company proxy materials for board candidates nominated by shareholders is now an imminent reality. Since the SEC first proposed a shareholder proxy access regime in 2003, the wisdom of such a fundamental departure from traditional practice has been hotly debated. We have long been of the view that shareholder proxy access is a […]
Click here to read the complete postWhat Do Independent Directors Know?
In our paper What Do Independent Directors Know? Evidence from Their Trading which was recently accepted for publication in the Review of Financial Studies, we take a first look at the question of whether independent directors have enough information to monitor the company’s executives by analyzing their trading behavior in the company stock. The independence […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board independence, Information asymmetries
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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
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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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