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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 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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The Corporate and Securities Professors’ Brief in Bebchuk vs. Electronic Arts
Editor’s Note: This post is from Jeffrey N. Gordon of Columbia Law School. I filed earlier this week an amici curiae brief — on behalf of forty-six corporate and securities law professors from twenty-eight law schools around the country — in the case of Lucian Bebchuk vs. Electronic Arts, Inc.. The case is pending before […]
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Posted in Corporate Elections & Voting, Court Cases, Op-Eds & Opinions
Tagged Bebchuk v. Electronic Arts, Charter & bylaws, Proxy materials, Rule 14a-8
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The 10b-5 Guide: A Survey of 2007 Securities Fraud Litigation
My partners Robert F. Carangelo, Paul A. Ferrillo and Caitlyn M. Campbell have recently issued the 2007 edition of Weil, Gotshal & Manges‘ The 10b-5 Guide: A Survey of 2007 Securities Fraud Litigation. The Survey includes a detailed assessment of an extraordinarily active year in securities law in which securities fraud class action filings increased […]
Click here to read the complete postSecond Circuit Rejects Collective Scienter Theory
In a recent decision, the Second Circuit rejected a shareholder-plaintiff’s theory of collective scienter in a securities fraud suit brought against a financial services company. At issue in Teamsters Local 445 v. Dynex Capital, Inc., was a district court’s ruling that a plaintiff adequately pled scienter with respect to the corporate defendants even though it […]
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Posted in Academic Research, Court Cases, Practitioner Publications, Securities Regulation
Tagged Securities fraud, Teamsters v. Dynex
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SEC proposes roadmap for IFRS adoption
Ernst & Young has released a Hot Topic discussing the recent release of the SEC’s proposed roadmap for International Financial Reporting Standards (IFRS) adoption in the U.S. This step represents the most significant step to date by the SEC toward the adoption of a single set of high quality global accounting and financial reporting standards […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications
Tagged Accounting standards, IFRS, SEC
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SEC Issues Corporate Website Guidance
The Securities and Exchange Commission has issued an interpretive release on the use of corporate websites by public companies. The release provides a means of complying with Regulation FD through posting information on websites in certain circumstances, and also gives additional clarification as to the use of websites for providing other information to investors. While […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Regulation FD, SEC
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CEO and CFO Career Consequences to Missing Quarterly Earnings Benchmarks
In a recent working paper co-written with Rick Mergenthaler and Shiva Rajgopal entitled CEO and CFO Career Consequences to Missing Quarterly Earnings Benchmarks, we investigate whether missing quarterly earnings benchmarks is associated with career consequences in the form of lower compensation (bonus, equity grants) and the dismissal of the Chief Executive Officer (CEO) and the […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Earnings management, ExecuComp
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Fannie and Freddie by Twilight
Having now become explicitly government-backed entities, Fannie Mae and Freddie Mac (and their supporters in Congress) can no longer argue that they do not pose a risk to taxpayers. It is not politically feasible for the government to back private companies when their shareholders and managements keep the profits but the taxpayers cover the losses. […]
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Posted in Financial Crisis, Financial Regulation, Op-Eds & Opinions
Tagged Fannie Mae, Financial crisis, Freddie Mac, Mortgage lending
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