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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
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
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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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Philippe Camus Discusses Alcatel Lucent Merger
Alcatel-Lucent Chairman Philippe Camus was recently a guest speaker in Visiting Professor Laurent Cohen-Tanugi’s course on Transatlantic Mergers & Acquisitions. Mr. Camus, who expressed himself in his personal capacity, took on his position as Chairman in the second year following the merger of Alcatel and Lucent after the withdrawal of the executive team (Serge Tchuruk […]
Click here to read the complete postKeep the Banks out of the Public-Private Investment Funds
Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk published today in FinancialTimes.com. Professor Bebchuk’s most recent posts about the Public-Private Investment Program are available here and here. Should banks with large amounts of troubled assets be allowed to participate as managers or investors in funds set up under the US’s […]
Click here to read the complete postShort Sale Proposals: Key Questions
The Securities and Exchange Commission will hold a roundtable at its headquarters in Washington, DC today to discuss issues raised by its recent proposals to restrict short sales. Questions will be directed to three main topics: 1) Market Changes and Investor Confidence; 2) Bid versus Tick versus Circuit Breakers; and 3) Lessons and Insights from […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Exchange Act, Rule 10a-1, SEC, Short sales
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Delaware Adopts DGCL Amendments
SUMMARY The Delaware legislature has enacted a number of amendments to the Delaware General Corporation Law (the “DGCL”) relating to the governance of Delaware corporations. The amendments address current corporate governance issues concerning: (i) proxy access and expense reimbursement; (ii) director indemnification and advancement of expenses; (iii) judicial removal of directors; and (iv) flexibility in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged DGCL, Proxy access, Proxy contests
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Peer Firms in Relative Performance Evaluation
Agency theory suggests that the compensation of chief executive officers (CEOs) should be linked to firm performance to motivate CEOs to maximize shareholder value. Further, the hypothesis of relative performance evaluation (RPE) states that the firm performance measure used in CEO pay should exclude the component driven by exogenous shocks. Despite much research in this […]
Click here to read the complete postM&A Strategies for Bankruptcy and Distressed Companies
Editor’s Note: This post is by John M. Reiss, Matthew J. Kautz, Thomas E. Lauria, and Gerard H. Uzzi of White & Case LLP. The beginning of the credit crisis in mid-2007 and other recent economic trends have increased the number of distressed companies that are seeking to sell assets as part of their plans […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Mergers & Acquisitions
Tagged Bankruptcy, Distressed companies, White & Case
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PWC 2008 Securities Litigation Study
In PricewaterhouseCoopers’ 13th annual evaluation of private securities class action lawsuits, one thing is glaringly obvious: While 2008 was an extraordinary year for litigators, it also demonstrated how extremely vulnerable giant financial institutions and entire economies are to fissures in the financial system. In the seemingly free-falling economic environment of the latter part of the […]
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