Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

RiskMetrics Group 2009 Benchmark Voting Policy Updates

RiskMetrics Group recently released updates to its 2009 proxy voting policies, after an extensive process that included outreach to and input from hundreds of institutional investors and corporate issuers. RiskMetrics’ policies will be applied to all companies with shareholder meeting dates on or after February 1, 2009. This year’s policy revisions reflect the unprecedented market […]

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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , , , | Comments Off on RiskMetrics Group 2009 Benchmark Voting Policy Updates

Litigation Issues Arising from the Credit Crisis

My co-authors (Jennifer Bethel and Gang Hu) and I have updated our paper, including the inclusion of current data, entitled “Legal and Economic Issues in Litigation Arising from the 2007-2008 Credit Crisis” which can be downloaded here. The paper is forthcoming in a Brookings volume on the credit market crisis. The paper surveys the current […]

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Posted in HLS Research, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , | 1 Comment

Negotiated Cash Acquisitions of Public Companies in Uncertain Times

Until the current crises in the financial markets, negotiated acquisitions of public companies had been documented by a form of merger agreement which had evolved into an almost standard “seller friendly” template. This standard model agreement reflected the same factors which contributed to the vibrant M&A activity of recent years: readily available financing, rising stock […]

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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications | Tagged , , , | 1 Comment

Key Issues for Directors

At the end of each year, we list what we think will be the key issues for directors in the new year. Some issues continue to be relevant from year to year; others are new or come to the forefront due to current events. This year the economic crisis affects all the issues. The following […]

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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications | Tagged , , , | 1 Comment

Unlocking Credit Markets

An important aspect of the economic crisis has been the drying up of credit that US banks normally extend to Main Street companies. Borrowing by businesses remains costly and difficult, with spreads between yields on corporate bonds and treasuries at extremely high levels. Why does credit fail to flow despite the infusion of so much […]

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Leadership in Challenging Times

In New York City on December 2, executives, board directors, institutional investors, regulators and others gathered for the Directorship Boardroom and Economic Leadership Forum “The Way Forward: Leadership in Challenging Times.” The annual event recognizes the Directorship 100, a list of the most influential people on corporate governance and in the boardroom, and included day-long […]

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Posted in Program News & Events | Tagged , | 3 Comments

Survey of Literature on Boards of Directors

Renée B. Adams, Benjamin Hermalin and I have recently completed a survey of the literature on boards of directors, with an emphasis on research done in the last five years. This survey updates and expands significantly the survey I completed with Benjamin Hermalin in 2003. In the 2008 survey, we focus on how the literature, […]

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Posted in Academic Research, Boards of Directors | Tagged , , , | 1 Comment

Daniel Kaufmann Farewell Lecture

Daniel Kaufmann recently gave his farewell address as the outgoing Director of Global Programs at the World Bank Institute. Kaufmann is widely recognized as a leading expert, researcher, and policy adviser on governance and development. Among other activities, Kaufmann was a key figure in the Worldwide Governance Indicators research project, which designed improved measures of […]

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Posted in International Corporate Governance & Regulation | Tagged | Comments Off on Daniel Kaufmann Farewell Lecture

Taxes and the Backdating of Stock Option Exercise Dates

In our paper “Taxes and the Backdating of Stock Option Exercise Dates”, which was recently accepted for publication at the Journal of Accounting and Economics, we investigate the opportunistic timing of stock option exercises by insiders. We focus on a group of exercises where there likely exists both the incentive and the ability to backdate […]

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Posted in Academic Research, Empirical Research, Executive Compensation | Tagged , , | 1 Comment

The Board’s Role in Corporate Strategy

Corporate strategy is a difficult undertaking for directors, even in the best of times. While management draws on significant resources to develop and refine corporate strategy, directors have fewer opportunities to contribute to the endeavor. It is not surprising then that while CEOs suggest that participating in corporate strategy is the second most important activity […]

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Posted in Boards of Directors, Practitioner Publications | Tagged , | 1 Comment