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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
Lessons from the Financial Crisis
The OECD Steering group has recently issued a report entitled “Corporate Governance Lessons from the Financial Crisis.” This Report concludes that the financial crisis can be to an important extent attributed to failures and weaknesses in corporate governance arrangements. When they were put to a test, corporate governance routines did not serve their purpose to […]
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Posted in Academic Research, Boards of Directors, Financial Crisis
Tagged Board monitoring, Boards of Directors, Financial crisis, OECD, Risk, Risk management
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Will Bank Recapitalization Succeed?
I recently presented a new working paper co-written with Takeo Hoshi at the Law, Economics and Organizations workshop at Harvard Law School entitled Will the U.S. Bank Recapitalization Succeed? Lessons from Japan. In the paper, we look back at Japan’s decade-long response to its financial crisis and evaluate what has and hasn’t worked, and draw […]
Click here to read the complete postJump-Starting the Market for Troubled Assets
Editor’s Note: This post is an op-ed piece by Lucian Bebchuk published today at Forbes.com. The post outlines some of the key points of the Discussion Paper by Bebchuk, How to Make TARP II Work, issued last month by the Harvard Law School Program on Corporate Governance. This Discussion Paper builds in part on Bebchuk’s September […]
Click here to read the complete postEmployee Indemnification
In Should Firms be Allowed to Indemnify Their Employees for Sanctions? which was recently published by the Journal of Law, Economics, and Organization, we analyze the widespread practice of employee indemnification using a three player model, where there is a principal and agent, as well as a governmental player that sets and enforces sanctions. In […]
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Posted in Academic Research, Empirical Research
Tagged Compliance & ethics, Indemnification
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Driving a Constitutional Stake through Section 16(b)
Section 16(b) of the Securities Exchange Act of 1934 has long been criticized for its “purposeless harshness,” and its “arbitrary, some might say Draconian” nature, as one court put it. Section 16(b) generally requires directors, officers and beneficial owners of more than 10% of the stock of a publicly traded corporation to disgorge to the […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Disgorgement, Exchange Act, Exchange Act s.16, Insider trading
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Navigating Tumultuous Times
My firm has recently published “2009 Insights — Navigating Tumultuous Times,” a compendium of current memoranda on subjects we believe are likely to be of particular importance to directors, senior management and counsel in the coming year. The idea for the compendium was triggered by the difficult financial and business environments in the U.S. and […]
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Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Capital markets, Financial institutions, Financial regulation
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Amendments to the Delaware Corporation Code
The Council of the Corporation Law Section of the Delaware State Bar Association earlier today forwarded to Corporation Law Section members the proposed 2009 amendments to the Delaware General Corporation Law (“DGCL”). Consistent with Delaware’s preference for enabling legislation and maintaining maximum flexibility, the amendments eschew mandates for corporate action. Specifically, the proposed amendments create […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Charter & bylaws, Delaware law, Delaware legislation, Empty voting, Indemnification, Proxy access
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Delaware Supreme Court Orders Entire Fairness Review
In a previous Client Alert, [1] we discussed a decision of the Delaware Court of Chancery dismissing a stockholder suit that alleged breach of fiduciary duty by directors who initiated, but later abandoned, a sale process that had generated three attractive offers. In Gantler v. Stephens [2], the Court of Chancery applied the business judgment […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Fairness review, Fiduciary duties
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The Welcome Reaffirmation of the Business Judgment Protection
Despite increasing political and media focus on and criticism of risk assessment and risk management efforts by corporate boards, yesterday’s In Re Citigroup Inc. Shareholder Derivative Litigation, No. 3338-CC (Feb. 24, 2009), decision by the Delaware Court of Chancery is a welcome indication that the business judgment rule will survive the financial crisis intact. The […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Citigroup, Delaware cases, Delaware law, Director liability, Fiduciary duties, Oversight
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“Say on Pay” Now a Reality for TARP Participants
Media and public attention surrounding the American Recovery and Reinvestment Act of 2009, enacted on February 17, 2009 and commonly referred to as the stimulus bill, has typically focused on the law’s restrictions on the amounts and forms of compensation payable to executives of TARP participants.[1] An important provision of the stimulus bill that has […]
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Posted in Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Say on pay, Shareholder proposals, TARP
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