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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
Holding business leaders accountable
The just deposed GM leadership team has been in control for nearly a decade. During this period, market share, profitability and stock price have declined precipitously, while debt has risen dramatically. One of the fundamental issues raised by the economic crisis, primarily in the financial sector but also in failing industries like automobile industry, is: […]
Click here to read the complete postCorporate Crime
Our chapter, “Corporate Crime,” (to appear in the handbook Criminal Law and Economics, edited by Nuno Garoupa, Edward Elgar, 2009) provides a new survey of the law and economics literature on corporate crime. We focus primarily on the relevant theoretical research but also touch on empirical research and policy issues. We set the stage by […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, Securities Regulation
Tagged Compliance & ethics, Corporate crime, Securities fraud
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Sponsor-backed Going Private Transactions
The Private Equity Group at my firm has recently issued its third annual survey of sponsor-backed going private transactions. The survey analyzes and summarizes the material transaction terms of going private transactions involving a private equity sponsor in the United States, Europe and Asia-Pacific. We surveyed 39 sponsor-backed public-to-private transactions announced from January 1, 2008 […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Debt-equity ratio, Go-shop, Going private, Private equity, Tender offer
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UK Rules for Disclosure of Derivatives
Forthrightly addressing the continued proliferation of swaps, options and other equity derivatives, the UK’s Financial Services Authority (“FSA”) has now adopted final rules requiring the disclosure under the UK’s Disclosure and Transparency Rules of swaps, options and other derivative contracts, including those providing for cash settlement. See Policy Statement 09/3. The new rules require disclosure […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Derivative disclosure, FSA, Transparency, UK
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Superstar CEOs
Editor’s Note: This post comes from Ulrike Malmendier of the University of California, Berkeley and Geoffrey A. Tate of the University of California, Los Angeles. Compensation, status, and press coverage of managers in the U.S. follow a highly skewed distribution: a small number of ‘superstars’ enjoy the bulk of the rewards. However, the “tournament” for […]
Click here to read the complete postSupreme Court rejects post-merger stockholder claims
In an important decision, the Delaware Supreme Court has firmly rejected post-merger stockholder claims that directors failed to act in good faith in selling the company, even if it were assumed that they did nothing to prepare for an impending offer and did not even consider conducting a market check before entering into a merger […]
Click here to read the complete postEfficient and Effective Enforcement by the SEC
Editor’s Note: The post below by Commissioner Troy Paredes is a transcript of remarks by him at the 2009 Southeastern Securities Conference on March 19, 2009 in Atlanta, Georgia. It is an honor to be speaking here today at the 2009 Southeastern Securities Conference. Before I begin, I must say the standard disclaimer: The views […]
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Posted in Regulators Materials, Securities Litigation & Enforcement, Speeches & Testimony
Tagged SEC, SEC enforcement
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Lyondell Chemical Co. v. Ryan
Editor’s Note: This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. Last night, the Supreme Court of Delaware handed down its much anticipated decision in Lyondell Chemical Company v. Ryan, a case concerning whether the […]
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Posted in Court Cases, Mergers & Acquisitions
Tagged Delaware cases, Delaware law, Lyondell Chemical v. Ryan
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Public-Private Investment Funds
On 23 March the Treasury released highly anticipated details regarding the Public-Private Investment Fund (“PPIF”) portion of the Financial Stability Plan. The PPIF plan is intended to address the “legacy” assets at the center of the global financial crisis. These assets include both residential and commercial real estate loans held directly on the balance sheets […]
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