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HLS Faculty & Senior Fellows
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
Court Rejects Challenge to JPMorgan Rescue of Bear Stearns
In a thorough, 44-page decision, Justice Herman Cahn of the New York State Supreme Court today granted a motion for summary judgment dismissing a shareholder challenge to the fairness of JPMorgan’s rescue of Bear Stearns. The decision is a strong endorsement of the protections that the business judgment rule affords to directors faced with the […]
Click here to read the complete postSelective “Say-on-Pay” the Best Remedy
We recently published an article on “say on pay” that questions the value of routine shareholder votes on executive compensation. We cite the limited impact of existing shareholder votes on equity-based compensation and note that in many situations, even the best disclosures do not allow shareholders to fully grasp the financial impact of compensation arrangements. […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Board independence, Executive Compensation, Say on pay, Shareholder power
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Rodgin Cohen on the Future of M&A
The students of Professor Robert Clark’s and Vice Chancellor Leo Strine’s Mergers, Acquisitions, and Split-Ups class were recently treated to a fascinating discussion on the future of mergers and acquisitions, with a particular focus on transactions involving financial institutions, by Rodgin Cohen, the current chairman of Sullivan & Cromwell LLP. Mr. Cohen is one of […]
Click here to read the complete postLevel Playing Fields in International Financial Regulation
In our recently accepted Journal of Finance paper Level Playing Fields in International Financial Regulation, we analyze the costs and benefits of imposing level playing fields in international financial regulation. The cost of level playing fields is that they limit the social benefits of expert regulation in the better-regulated economies, thus shrinking their banking sectors. […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Financial regulation, International governance
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Justice Jack Jacobs at Harvard Law School
Justice Jack Jacobs of the Delaware Supreme Court recently visited Harvard Law School for the second time this semester as the 2008 Distinguished Visiting Jurist of the Program on Corporate Governance. A graduate of Harvard Law School (’67), Justice Jacobs practiced corporate and business litigation in Wilmington, Delaware before becoming Vice Chancellor of the Delaware […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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Not Everything Can Be Too Big to Fail
There is a really bad idea circulating in the nation’s capital. Of course, that’s not surprising–but when it’s endorsed by the Treasury secretary, we’d better pay attention. Recently, Henry Paulson said in an interview with the Washington Post that he wants the Federal Reserve to be able to regulate and ultimately take over any failing […]
Click here to read the complete postCross-Border Deals
Recently, in the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, which is co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., three expert practitioners shared their insights on the complex cross-border transactions that increasingly define the M&A landscape. The panelists included Raymond McGuire, the co-head of Global Investment Banking at […]
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Posted in Mergers & Acquisitions, Program News & Events
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Corporate Boards and Good Judgment: Does Rule 14a-8 Activism Help?
My intuition, as a former senior vice president and general counsel of a publicly held corporation and as a theorist, is that Rule 14a-8 shareholder proposals on matters like poison pills, staggered boards, and executive compensation, bear at best a tenuous relationship to what shareholders should most want: the exercise by corporate management of exquisite […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting
Tagged Boards of Directors, Rule 14a-8, Shareholder activism, Shareholder proposals
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Regulatory Issues in Takeovers: section 13(d) & beyond
Last week here at Harvard Law School, Professor Robert Clark and Vice Chancellor Leo Strine treated the students of their Mergers, Acquisitions, and Spin-Offs class to another high-profile panel discussing current hot topics in M&A. On the agenda was section 13(d) of the 1934 Act and other, similar disclosure requirements for long and short positions, […]
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Posted in Mergers & Acquisitions, Program News & Events, Securities Regulation
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