Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

New York Courts Dismiss ‘Grasso’ Compensation Case

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, August 28, 2008

Editor’s Note: This article from Joseph E. Bachelder appeared in the New York Law Journal this week. Courts do not like being arbiters of disputes over what is reasonable compensation. The recent, abrupt conclusion of the state of New York’s lawsuit against Richard A. Grasso is a case in point. The lawsuit began on May […]

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New Rules for Investors in German Listed Companies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, August 27, 2008

Recently, the German legislature adopted the Risk Limitation Act (Risikobegrenzungsgesetz, the “Act”) aimed at the limitation of perceived risks deriving from financial investors. Following the notorious “locust debate” in Germany, the new law is the result of the still ongoing discussions about the impact of foreign hedge funds and private equity investors. It provides for […]

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Voluntary Disclosures Regarding Insiders’ Rule 10b5-1 Trading Plans

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 26, 2008

If a firm insider has private information and intends to trade on the basis of this information, the conventional wisdom is that the insider garners no strategic advantage from disclosing in advance of the trade the information or the intention to trade. This account, however, ignores the potential litigation benefit from pre-trade disclosure of trading […]

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DOJ Seeks To Avoid Legislation By Adopting Revised Policies on Corporate Prosecutions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 25, 2008

Facing the prospect of Congressional legislation that would forbid federal prosecutors and civil enforcement lawyers from requesting any communications protected by the attorney-client privilege or work product doctrine, the Department of Justice has indicated that it will, yet again, revise its Principles of Federal Prosecution of Business Organizations (“Principles”). The current version of the Principles, […]

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Neighborhood Matters: The Impact of Location on Broad Based Stock Option Plans

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, August 22, 2008

Our forthcoming paper in the Journal of Financial Economics, Neighborhood Matters: The Impact of Location on Broad Based Stock Option Plans, provides the first evidence on the importance of geographic effects on broad based stock option plans. The question of why broad based option plans are so prevalent in the real world remains a puzzle […]

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Delaware Decision Highlights Need for Director Protection

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, August 21, 2008

My colleague Laura A. McIntosh and I have written an article entitled “Delaware Decision Highlights Need for Director Protection,” which discusses the Delaware Chancery Court case of Schoon v. Troy Corp. The decision, which is on appeal, clarifies that in Delaware, unless otherwise provided in the bylaws or agreed by contract, a director’s right to […]

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Competing with the NYSE

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, August 20, 2008

For a significant part of its 213-year history, the New York Stock Exchange (NYSE) has reigned as the leading stock exchange both within the United States and across the world. Recently, ongoing changes in technology and the globalization of stock trading have given rise to a number of competitors that threaten the NYSE’s position as […]

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The View from Delaware

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 19, 2008

The First State’s unique position as the corporate capital of the United States means that cutting-edge developments in corporate governance often come in the form of opinions from the Delaware Supreme Court and the Court of Chancery. Of course, Delaware’s federal courts also decide giant cases in bankruptcy and intellectual property litigation, sometimes involving billions […]

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Corporate Voting vs. Market Price Setting

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 18, 2008

Corporations have two primary means of aggregating dispersed information and making decisions—voting and price setting. When shareholders vote on a merger or in a contested director election (two examples of “proxy fights”), they aggregate diffuse opinions through voting; the corporation pursues the outcome favored by the holders of a majority of shares. Corporations also receive […]

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Short Selling Activity in Financial Stocks and the SEC July 15th Emergency Order

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, August 15, 2008

I have recently completed a report Short Selling Activity in Financial Stocks and the SEC July 15th Emergency Order that analyzes the effect of the EO that was issued to “enhance investor protection against naked short selling in the securities of Fannie Mae, Freddie Mac, and primary dealers at commercial and investment banks”. The EO […]

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