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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
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Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Challenge for Financial Regulation
Editor’s Note: This post by Benjamin Heineman is based on an op-ed post by the author appearing in The Washington Post. Finding a new balance between public regulation and private decision-making is a paramount issue of the time. The crisis in capitalism stems from the systemic failures of business judgment in the financial sector which […]
Click here to read the complete postSatisficing Contracts
In my working paper Satisficing Contracts which I recently presented at the Law, Economics and Organizations Workshop here at Harvard Law School, my co-author Antoine Faure-Grimaud and I analyze a contracting model with two agents, each facing thinking costs, in which equilibrium incomplete contracts arise endogenously. The basic situation we model is an investment in […]
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Posted in Academic Research, Empirical Research
Tagged Contracts, Control rights, Equilibrium
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SEC Proposes to Eliminate Broker Votes
The SEC recently published for public comment the NYSE’s proposal to eliminate broker discretionary voting in uncontested director elections, signaling that the Commission’s new leadership is prepared to move forward on an issue that has been on hold at the SEC since it was originally proposed in 2006. The rule change—which would not become effective […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Broker discretionary voting, NYSE, SEC, Shareholder elections
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A Lobbying Approach to SOX
In our forthcoming Journal of Accounting Research paper entitled A Lobbying Approach to Evaluating the Sarbanes-Oxley Act of 2002, we evaluate the impact of the Sarbanes-Oxley Act (SOX) on shareholders by studying the lobbying behavior of investors and corporate insiders in order to affect the final implemented rules under the Act. Following the passage of […]
Click here to read the complete postIs AIG Too Big to Fail?
Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk published in today’s Wall Street Journal. The AIG bailout—at $170 billion and rising—may end up as the costliest rescue of a single firm in history. There is much debate about bonuses paid to AIG’s executives. But there is far too little debate […]
Click here to read the complete postIndemnification of Director-representatives by PE Firms
With the increase in private securities, derivative and bankruptcy-related litigation against portfolio companies, private equity firms need to maximize the protections for the private equity firm, the funds they organize and the individuals who agree to serve as their representatives on portfolio company boards. Ironically, however, a private equity firm’s effort to provide “more” protection […]
Click here to read the complete postThe Defining Role of Good Faith
The Harvard Program on Corporate Governance has issued a new discussion paper entitled “Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law.” Co-authored by Leo E. Strine, Jr., who is Vice Chancellor of the Delaware Court of Chancery and Senior Fellow of the Program of Corporate Governance, and by Lawrence A. Hamermesh, […]
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Posted in Academic Research, Boards of Directors, HLS Research, Mergers & Acquisitions, Practitioner Publications
Tagged Duty of good faith, Fiduciary duties, Stone v. Ritter
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Second Generation Advance Notification Bylaws
Many companies have enacted special bylaw provisions regulating the ability of shareholders to nominate directors or place items on the agenda for consideration at a company’s annual or special meeting or by consent, typically referred to as advance notification bylaws (“ANBs”). Historically, most ANBs have been straightforward, and typically advanced the date by which a […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Advanced notice, Charter & bylaws, Shareholder activism
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Option Backdating and Board Interlocks
In our forthcoming Review of Financial Studies paper Option Backdating and Board Interlocks, we examine the role of board connections in explaining how the controversial practice of backdating employee stock options spread to a large number of firms across a wide range of industries. Given that the practice was not publicly disclosed, it is unlikely […]
Click here to read the complete postProblems Hidden Under The TARP
Editor’s Note: This post is by J.W. Verret of the George Mason University School of Law. In my briefing memo, The U.S. Government as Control Shareholder of the Financial and Automotive Sector: Implications and Analysis, I offer an analysis of the implications of the U.S. Treasury holding equity control over private industry. This was also […]
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Posted in Boards of Directors, Financial Crisis, Legislative & Regulatory Developments, Securities Regulation
Tagged Bailouts, Financial crisis, TARP, Treasury Department
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