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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
Developments in Takeover Defense
My firm extends an invitation to readers of the Harvard Law School Corporate Governance Blog to join us for a 60-minute informative Webcast on Developments in Takeovers Defenses tomorrow, September 23 at noon ET. You may do so from the comfort of your office by simply logging in a few minutes prior to the start […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Poison pills, Takeover defenses
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SEC Loosens Restrictions on Issuer Repurchases; Insider Trading Considerations Continue to Apply
In an emergency order that became effective yesterday, September 19, 2008, the SEC suspended the timing and volume restrictions of Rule 10b-18. Rule 10b-18 is the rule that says that repurchases by a company will not be viewed as manipulative if they are effected in accordance with the conditions of the rule. The SEC emergency […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Repurchases, Rule 10b-18, SEC
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SEC Issues Order Temporarily Banning Short Sales of Public Securities of 799 Financial Companies
Yesterday the SEC issued an order temporarily banning all persons from short selling publicly traded securities of any issuers that are included in a list of financial companies attached to the order. The order, which is currently effective, expires at 11:59 p.m. (Eastern) on October 2, 2008. There are several narrow exceptions to the blanket […]
Click here to read the complete postTreasury Encourages Development of Covered Bonds in the U.S. and Issues “Best Practices”
My colleagues Randall Guynn and Joerg Riegel and I have recently written a memorandum entitled Treasury Encourages Development of Covered Bonds in the U.S. and Issues “Best Practices”, which discusses the Treasury Department’s issuance of Best Practices for U.S. Covered Bonds intended to set standards for the development of a covered bond market in the […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Covered bonds, Treasury Department
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SEC Constrains Short Selling: Too Little Too Late
The SEC yesterday announced three actions addressing short selling. Its actions are too little too late. First, the SEC adopted a rule requiring short sellers and their broker-dealers to deliver securities by the settlement date (three days after the transaction date) and imposing penalties for failure to do so. In addition, the SEC eliminated the […]
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Posted in Practitioner Publications, Securities Regulation
Tagged SEC, Securities fraud, Short sales
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Panel Discussion on Corporate Litigation
The Harvard Law School Program on Corporate Governance is pleased to announce the availability of the video of its event on corporate litigation. The event, which was held earlier this month, is the first of the Program’s series entitled Introduction to Corporate Practice. The series’ aim is to expose students to leading practitioners and their […]
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Posted in Practitioner Publications, Program News & Events
Tagged Program on Corporate Governance
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Beneficial Ownership – By-Law Disclosure Proposal
My partner James C. Woolery and I have prepared a memorandum entitled “Beneficial Ownership – By-Law Disclosure Proposal,” in which we propose an innovative by-law amendment as a response to the threat posed to a company by the secret accumulation of its shares by activist investors. Secrecy is often achieved in this context through the […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Beneficial owners, Charter & bylaws, Disclosure
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Founders, Heirs, and Corporate Opacity in the U.S.
In our forthcoming Journal of Financial Economics paper entitled Founders, Heirs, and Corporate Opacity in the U.S., we investigate the impact of founder and heir shareholders on corporate opacity and whether, and how, they use their influence to affect firm performance. We argue that founders’ and heirs’ unique and dominant control positions provide particularly strong […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research
Tagged Controlling shareholders, Small firms, Transparency
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Delaware Courts Reaffirm High Bar for Personal Liability of Disinterested Directors
In late July, Delaware Vice Chancellor Noble issued a decision in Ryan v. Lyondell denying the directors of Lyondell Chemical Company the protection of the company’s exculpatory charter provision for the alleged breach of their fiduciary duties in connection with the sale of Lyondell. Not surprisingly, V.C. Noble’s decision generated concern that directors may be […]
Click here to read the complete postRyan v. Lyondell Chemical Co.
In a rare decision on a post-closing motion in Ryan v. Lyondell Chemical Co., the Delaware Court of Chancery addressed the question of whether the independent members of a target company’s board of directors were entitled to summary judgment on claims that they breached their fiduciary duties by conducting an inadequate sale process. Although the […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Director liability, Fiduciary duties, Lyondell Chemical v. Ryan
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