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Program on Corporate Governance Advisory Board
- Peter Atkins
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- Renata J. Ferrari
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Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Elusive Quest For Global Governance Standards
Editor’s Note: This post is by Lucian Bebchuk of Harvard Law School. The Harvard Law School Program on Corporate Governance recently issued The Elusive Quest for Global Governance Standards, a discussion paper I co-authored with Professor Assaf Hamdani. The paper is scheduled for publication in the University of Pennsylvania Law Review. Our slides from a […]
Click here to read the complete postThe Debate Over Federal Insurance Regulation
In March 2008, the Paulson Treasury issued its Blueprint for a Modernized Financial Regulatory Structure, in which Treasury recommended the establishment of a federal insurance regulatory structure to provide for the creation of an optional federal charter. The Financial Services Roundtable has endorsed the concept of a national insurance regulator, noting that “just as the […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Financial regulation, Insurance, Insurance regulation
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Second Generation Advance Notice Bylaws and Poison Pills
This article is a reply to the post appearing in the Harvard Law School Corporate Governance Forum authored by Marc Weingarten and Erin Magnor of Schulte, Roth & Zabel on March 17, 2009 and entitled “Second Generation Advance Notice Bylaws.” That post is available here. Introduction The past year has been marked by a wave […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Advanced notice, Charter & bylaws, Empty voting, Poison pills, Synthetic equity, Transparency
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Delaware Supreme Court Clarifies When Revlon Duties Apply
My colleagues William Kucera, Christian Fabian and Erik Axelson have prepared a memorandum further analyzing the Delaware Supreme Court’s recent decision in Lyondell Chemical Co. v. Ryan. The memorandum highlights several key aspects of the decision that provide guidance to M&A practioners in counseling clients and structuring transactions. First, Lyondell clarifies when a board’s Revlon […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Duty of good faith, Lyondell Chemical v. Ryan, Schedule 13D
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How to Avoid Overpaying for Troubled Assets
Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk published today in the Wall Street Journal online. Professor Bebchuk’s most recent post about the Treasury’s public-private investment plan is available here. Opponents of the administration’s current plan for buying troubled assets — including Joseph Stiglitz, Jeffrey Sachs and Peyton Young — […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Incentives, Toxic assets
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Bailouts and Risk Management Incentives
In my paper, Bailouts, the Incentive to Manage Risk, and Financial Crises, which was recently conditionally accepted for publication at the Journal of Financial Economics, I develop a model where risk management rules are derived as optimal responses to the adverse risk taking incentives created by bailouts. Additionally, the incentives to undertake a bailout are […]
Click here to read the complete postSEC Grants No-Action Relief to Activist Shareholders
On March 30, 2009, the SEC staff issued two no-action letters[1] regarding the solicitation of proxies to vote in the election of directors in a situation where two dissident shareholders had submitted separate “short slates” of director nominees for election at the same annual meeting. The no-action letters permit a soliciting shareholder to “round out” […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Director nominations, Exchange Act, No-action letters, Rule 14a-4, Shareholder activism
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Implications of the AIG Bonus Imbroglio
Great outrage and indignation have been expressed, from multiple perspectives, in connection with AIG’s retention bonuses and the Congressional response thereto. Now that most of the public, albeit probably not the actual participants, seem to be past the initial burst of emotion, we believe that it is well worth noting that all employers, whether or […]
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Posted in Executive Compensation, Financial Crisis, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banker bonuses, Banks, Executive Compensation
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Impact of Accounting Choices on Performance Evaluation
In our forthcoming The Accounting Review paper entitled “The Voluntary Adoption of Internationally Recognized Accounting Standards and Firm Internal Performance Evaluation”, we investigate whether the voluntary adoption of international accounting standards is associated with changes a firm’s internal performance evaluation process; in particular, is it associated with increases in the sensitivities of CEO turnover and […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Accounting standards, Firm performance, GAAP, IFRS
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