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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
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 […]
Click here to read the complete postWhy ban short selling of financial sector stocks?
Editor’s Note: The post below by Commissioner Troy Paredes is a transcript of remarks by him at the Practising Law Institute’s “SEC Speaks” Program in Washington, D.C., on February 6, 2009. It is a pleasure to be part of “The SEC Speaks in 2009.” This marks the first time I have participated in “SEC Speaks,” […]
Click here to read the complete postThe Bailout Is Robbing the Banks
Many Americans are angry at banks for taking bailout money while still cutting back on lending. But the government is also to blame. For reasons that remain unclear, the Troubled Asset Relief Program has channeled aid to bank holding companies rather than banks. The Obama administration’s new Financial Stability Plan will have more influence on […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Bailouts, Bank loans, Banks, Financial crisis, Securities lending, TARP
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Congress, Don’t Give up on Incentives
Editor’s Note: This post, which focuses on the executive pay restrictions imposed by the stimulus bill passed last Friday, is based on an op-ed piece by Lucian Bebchuk published in today’s Wall Street Journal. A related op-ed piece by Professor Bebchuk, published earlier this month in the Wall Street Journal and dealing with the pay […]
Click here to read the complete postThe Future of Securities Regulation
The U.S. system of securities law was designed more than 70 years ago to regain investors’ trust after a major financial crisis. Today we face a similar problem. But while in the 1930s the prevailing perception was that investors had been defrauded by offerings of dubious quality securities, in the new millennium, investors’ perception is […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Capital markets, Institutional Investors, Investor protection, Securities regulation
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Economic “Stimulus” Legislation to Impose New Executive Compensation Restrictions
The final version of the American Recovery and Reinvestment Act of 2009, which was passed by the House on February 13 and was expected to be passed by the Senate later that night, includes extensive new restrictions on the compensation arrangements of financial institutions participating in the Troubled Asset Relief Program (“TARP”). The new legislation, […]
Click here to read the complete postRights Plans Offer Special Benefits for Some Companies
The decline in the market capitalization of many companies has increased the number of pill adoptions, replacements and extensions. FactSet SharkRepellent’s data show that rights plan activity (i.e., adoptions, replacements and extensions) in 2008 was at the highest level since 2002 and more than 64% higher than 2007. A major reason for this uptick in […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged ISS, Poison pills, Proxy voting
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Year-End Update On Class Actions
Class action lawsuits are an increasingly pervasive force in today’s business world. Defending and defeating these cases efficiently and prudently is a top priority for many in-house legal teams and their outside counsel. This year-end update reports on key trends in class action practice. It provides an overview of Rule 23, reviews key class action […]
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Posted in Boards of Directors, Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Class actions, Securities litigation
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The Case for Big Government
My recent book, The Case for Big Government, argues that America has been the victim of an anti-government ideology that has grown more intense, even under a Democratic president, Bill Clinton, since the late 1970s. It has long been part of the American national character to look with suspicion on government. After all, its very […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications
Tagged Financial crisis, Financial regulation, Public interest
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