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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
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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What Matters in Corporate Governance?
Editor’s Note: This post is by Lucian Bebchuk, Alma Cohen, and Allen Ferrell of Harvard Law School. This month’s issue of The Review of Financial Studies features our article, “What Matters in Corporate Governance?.” The article investigates the relative importance of the 24 provisions followed by the Investor Responsibility Research Center (IRRC) and puts forward […]
Click here to read the complete postThe Trilateral Dilemma in Financial Regulation
My recent article “The Trilateral Dilemma in Financial Regulation” analyzes a practice — which I label the trilateral dilemma — existing in many different sections of the financial services industry, including mortgage lending, retirement savings, investment management, insurance brokering and banking services. The practice arises in the context of a consumer seeking the recommendation of […]
Click here to read the complete postDealing With the Executive Pay Problem
Editor’s Note: This post by Ira M. Millstein is a letter to the editor of the WSJ responding to the op-ed by Lucian Bebchuk that appears on our forum here. Lucian Bebchuk’s suggestions regarding bank executive compensation didn’t go far enough in controlling levels of executive compensation and their growing inequities. Experts continuously present suggestions […]
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Posted in Executive Compensation, Op-Eds & Opinions
Tagged Board monitoring, Boards of Directors, Executive Compensation
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Electronic Arts Before the Second Circuit: The Amici Curiae Brief of 60 Corporate and Securities Law Professors
Last week, on behalf of sixty corporate and securities law professors from thirty-eight law schools around the country, I filed an amici curiae brief in the case of Lucian Bebchuk vs. Electronic Arts, Inc.. The case is now pending before the United States Appeals Court for the Second Circuit. The professors’ amici curiae brief is available […]
Click here to read the complete postSOX Deficiencies and Firm Risk
In our forthcoming Journal of Accounting Research paper entitled The Effect of SOX Internal Control Deficiencies on Firm Risk and Cost of Equity, we explore the relation between internal control quality and idiosyncratic and systematic risk, and the potential benefits of effective internal control in terms of cost of equity. Specifically, we investigate whether firms […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Legislative & Regulatory Developments, Private Equity
Tagged Equity capital, Internal control, SOX, Systemic risk
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An In-depth Analysis of Treasury’s Financial Stability Plan
The Treasury’s recently announced Financial Stability Plan reshapes the ground rules for capital injections into financial institutions, increases the size and scope of a previously announced non-recourse lending facility by the Federal Reserve, launches the idea of a public-private investment fund to purchase legacy or toxic assets from financial institutions and sets aside funds for […]
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Posted in Banking & Financial Institutions, Financial Crisis, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Securities lending, Stress tests, Toxic assets, Treasury Department
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Changing the Rules for Director Selection and Liability
In my paper Would Changes in the Rules for Director Selection and Liability Help Public Companies Gain Some of Private Equity’s Advantages?, to be published in Volume 76 of the University of Chicago Law Review, I examine whether changes in existing legal rules governing how public company directors are chosen and the extent to which […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Director liability, Director nominations, Private equity
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RiskMetrics Update Continues to Hamper Director Discretion
My colleague Laura A. McIntosh and I (with help from our colleague David Adlerstein) wrote an article entitled “RiskMetrics Update Continues to Hamper Director Discretion,” which discusses the 2009 updates to the domestic and international corporate governance policies of RiskMetrics Group (formerly know as ISS). RMG’s policy updates continue its trend of espousing policies that […]
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