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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
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 […]
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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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Redefining the CEO Role
Like the companies they run and oversee, CEOs and boards of directors in the financial sector have been battered by the credit meltdown. The witch’s brew of high leverage, poor risk management, creation of toxic assets, and faulty business judgments—made more poisonous by excessive short-term executive pay—are seen as failures of an unprecedented magnitude. The […]
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