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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
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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The Oracle Acquisition of PeopleSoft
Recently, in the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, which is co-taught by Vice Chancellor Leo Strine, Jr. and Professor Robert C. Clark, there was a panel discussion which focused on Oracle’s acquisition of PeopleSoft. The panel consisted of A. George “Skip” Battle, chairman of the PeopleSoft board’s Transaction Committee, Victor […]
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Posted in Mergers & Acquisitions, Program News & Events
Tagged Poison pills
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Reconsidering “Say on Pay” Proposals
Daniel Summerfield and I recently presented a paper to the Shareholder Forum Program on Reconsidering “Say on Pay” Proposals, held recently at the Columbia School of Journalism. We address arguments put forth by opponents of shareholder “Say on Pay”. The paper cites benefits produced by Say on Pay in Britain and analyzes points where debate […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Reinhart, Say on pay, Shareholder power
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SEC Adopts Enforcement Manual
This post has been prepared by my partner John H. Sturc. The SEC’s Division of Enforcement recently issued its first-ever manual. Intended as a reference for Enforcement Division staff, the Manual provides important insight into SEC decision-making and processes on such key matters as evaluating possible investigations, opening and closing matters, issuing Wells letters, communicating […]
Click here to read the complete postKey Principles for Strengthening Corporate Governance
Editor’s Note: The NACD, in its report, acknowledges the extraordinary and pro bono efforts of Ira Millstein and Holly Gregory and their colleagues at Weil, Gotshal & Manges LLP for their assistance with preparation of the principles. The National Association of Corporate Directors, with the support of the Business Roundtable, recently released Key Agreed Principles […]
Click here to read the complete postDo Politically Connected Boards Affect Firm Value?
In our paper “Do Politically Connected Boards Affect Firm Value?” which is forthcoming in the Review of Financial Studies, we explore how pervasive is the impact of political connections on the value of publicly traded U.S. companies. To address this question, the paper focuses on analyzing the value impact of political connections of major U.S. […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Boards of Directors, Political spending, Social networks
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A Personal FAQ on the Financial Crisis of 2008
Editor’s Note: This post is by Ivo Welch of Brown University. In “A Personal FAQ on the Financial Crisis of 2008“, I muse about the magnitude of the mortgage losses, some of the problems that caused the current financial mess, and some potential remedies. First, the financial crisis is not caused just by bad mortgages, […]
Click here to read the complete postSovereign Wealth Funds Adopt Voluntary Best Practices
With the explosion in natural resource prices and trade surpluses, the corresponding increase in the size and investing profile of sovereign wealth funds (SWFs), and the unprecedented stress on the global financial system, SWFs have faced substantial and increasing political and popular suspicion and pressure from the international community to address concerns that their investment […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Investment banking, Sovereign Wealth Funds
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Consumer Biases and Firm Ownership
This week in the Law, Economics, and Organization Seminar at Harvard Law School I presented my paper Consumer Biases and Firm Ownership (joint with Alex Kaufman). In the paper we examine the role of firm ownership in mitigating incentives of firms to exploit consumer biases. Recent work has explored the implications of behavioral biases among […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Securities Regulation
Tagged Consumer protection, Contracts, Ownership
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