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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
Delaware Bankruptcy Court Disallows Triangular Setoff
The United States Bankruptcy Court for the District of Delaware, in a decision announced January 9, 2009, denied a creditor’s request for permission to effect a triangular setoff, that is a setoff of the creditor’s claim against one debtor against amounts the creditor owed to another debtor affiliate of the debtor (In re SemCrude, L.P., […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bankruptcy, Cravath, Setoffs
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CEO Stock Donations
In my paper Deductio Ad Absurdum: CEOs Donating Their Own Stock to Their Own Family Foundations, which was recently accepted for publication in the Journal of Financial Economics, I explore whether executives exploit the insider trading gift loophole to make well-timed charitable donations of stock in advance of price declines, a strategy that would allow […]
Click here to read the complete postEmbattled CEOs
In Embattled CEOs, Edward Rock and I argue that chief executive officers of publicly-held corporations in the United States are losing power to their boards of directors and to their shareholders. This loss of power is recent (say, since 2000) and gradual, but nevertheless represents a significant move away from the imperial CEO who was […]
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Posted in Academic Research, Boards of Directors
Tagged Boards of Directors, Shareholder activism
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CEO Pay and the Lake Wobegon Effect
In our paper, CEO Pay and the Lake Wobegon Effect, which was recently accepted for publication in the Journal of Financial Economics, we analyze a common explanation for the recent increase in CEO pay at US firms. Our model, which is based on asymmetric information in financial markets, is motivated by an observation made by […]
Click here to read the complete postFirms Gone Dark
I have just posted on SSRN a revised version of a paper that focuses on firms that exit the mandatory disclosure system even though their shares remain publicly traded and may be held by thousands of investors, Firms Gone Dark. It will be published shortly in the University of Chicago Law Review. The paper begins […]
Click here to read the complete postDeterminants of Explicit CEO Contracts
In Explicit vs. Implicit Contracts: Evidence from CEO Employment Agreements, which was recently accepted for publication in the Journal of Finance, we report evidence on the determinants of whether the relationship between a firm and its CEO is contractually defined in an explicit agreement. Our sample consists of the 494 U.S.-based firms in the S&P […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Contracts, Management contracts, Pay for performance
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A Wider Scope of Primary Liability?
In a recent novel decision in one of the mutual fund market timing cases brought by the SEC (SEC v. Tambone, ___ F.3d ___ (1st Cir. 2008), available at 2008 U.S. App. LEXIS 24457), the First Circuit held that the SEC had adequately alleged a primary violation of Section 10(b) and Rule 10b-5(b) for material […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Mutual funds, Rule 10b-5, Secondary liability, Securities litigation
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Lawdragon 500
Lawdragon Magazine recently released its fourth annual list of the “500 Leading Lawyers in America.” Available here, the list includes 16 individuals who are affiliated with this Blog or its sponsor, the Harvard Law School Program on Corporate Governance. The Lawdragon 500 includes private attorneys from a wide range of practices, in-house counsel, law professors, […]
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Posted in Program News & Events
Tagged Lawdragon, Program on Corporate Governance
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Overreactions to Ryan v. Lyondell Chemical Company
Back in September, the Delaware Supreme Court accepted the defendants’ interlocutory appeal and stayed the lower court proceedings in Ryan v. Lyondell Chemical Company. Typically, the Delaware Supreme Court and the Court of Chancery work in close harmony, so the Supreme Court’s decision was unusual since the appeal had been denied by Vice Chancellor Noble. […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Delaware cases, Delaware law, Fiduciary duties, Lyondell Chemical v. Ryan
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