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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
Performance Pay and Wage Inequality
In Performance Pay and Wage Inequality, which is forthcoming in the Quarterly Journal of Economics, we evaluate the change in components of pay across different types of jobs, and investigate whether these changes have lead to the increase in wage inequality. We use data from the Panel Study of Income Dynamics (PSID), and our empirical […]
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Posted in Academic Research, Empirical Research, Executive Compensation, International Corporate Governance & Regulation
Tagged Compensation ratios, Executive Compensation, Pay for performance
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Renegotiation of Cash Flow Rights in the Sale of VC-Backed Firms
In our paper “Renegotiation of Cash Flow Rights in the Sale of VC-Backed Firms”, which was recently accepted for publication in the Journal of Financial Economics, Brian Broughman and I investigate the performance of VCs’ cash flow rights in sales of portfolio firms. When VCs seek to sell a portfolio firm, the firm’s executives and […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, HLS Research, Private Equity
Tagged Cash flows, Shareholder rights, Venture capital firms
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2008 Proxy Season Postscript: Shareholders Focused on Stability
My colleague Laura A. McIntosh and I have written an article entitled “Shareholders Focused on Stability in Proxy Votes,” in which we discuss the outcomes and lessons from the recently completed proxy season. Although the season was expected by some to generate increased activism, it now appears to have been the season in which shareholders […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Proxy season, Shareholder activism, Shareholder voting
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Delaware Chancery Court Converts Voting Preferred Stock Issued to Controlling Stockholder
My partner Peter S. Golden has prepared a memorandum discussing the extraordinary remedy ordered by the Delaware Chancery Court in the recent decision of In Re Loral Space and Communications Inc. Consolidated Litigation. Finding that the terms of $300 million of convertible preferred stock issued by Loral Space and Communications Inc. to its controlling stockholder […]
Click here to read the complete postThe Effects and Unintended Consequences of the Sarbanes-Oxley Act on the Supply and Demand for Directors
In our forthcoming Review of Financial Studies paper The Effects and Unintended Consequences of the Sarbanes-Oxley Act on the Supply and Demand for Directors, we examine the effects of SOX and contemporary reforms on the structure and makeup of corporate boards and directors. We examine the effects of SOX using a simple framework of demand […]
Click here to read the complete postLeverage and Pricing in Buyouts: An Empirical Analysis
I recently presented my paper Leverage and Pricing in Buyouts: An Empirical Analysis, which is co-written with Ulf Axelson, Tim Jenkinson and Per Strömberg, at the Law, Economics and Organizations seminar, here at Harvard Law School. This paper provides an empirical analysis of the financial structure of large recent buyouts. We collect detailed information of […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Buyouts, Leveraged acquisitions
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U.S. Securities Litigation Against Non-US Issuers by Non-US Plaintiffs
In a unanimous opinion in Morrison v. National Australia Bank, the United States Court of Appeals for the Second Circuit limited the ability of U.S. courts to hear claims brought on behalf of non-U.S. investors who purchased shares of non-U.S. companies on non-U.S. exchanges. Referred to as “foreign-cubed claims,” they have become increasingly frequent over […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Foreign squared/cubed, Morrison v. National Australia Bank Ltd., U.S. federal courts
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Women in the Boardroom and Their Impact on Governance and Performance
In our paper “Women in the Boardroom and Their Impact on Governance and Performance”, which is forthcoming in the Journal of Financial Economics, we investigate the hypothesis that gender diversity in the boardroom affects governance in meaningful ways. Our initial sample consists of an unbalanced panel of director-level data for S&P 500, S&P MidCaps, and […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Boards of Directors, Diversity
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Delaware Court of Chancery Holds Statute of Frauds Applies to LLC Agreements
On October 22, 2008, Vice Chancellor Lamb of the Delaware Court of Chancery issued an opinion in Olson v. Halvorsen with important implications for parties contemplating the formation of a Delaware limited liability company. Ruling on a question of first impression, the court held that the Delaware statute of frauds applies to limited liability company […]
Click here to read the complete postExecutive Compensation Rules Under the Emergency Economic Stabilization Act of 2008
My colleagues in the Employment Practice Group at Davis Polk & Wardwell have prepared a memorandum discussing the executive compensation requirements applicable under each of the Capital Purchase Program, Troubled Asset Auction Program and Program for Systemically Significant Failing Institutions implemented under Emergency Economic Stabilization Act of 2008 (“EESA”). The memo also briefly summarizes the […]
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Posted in Executive Compensation, Financial Crisis, Practitioner Publications
Tagged Bailouts, Clawbacks, Executive Compensation, Financial crisis, TARP
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