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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
Securities Laws, Disclosure, and National Capital Markets in the Age of Financial Globalization
I have recently completed a paper titled Securities Laws, Disclosure, and National Capital Markets in the Age of Financial Globalization. The paper examines the following question: If capital can move freely between countries to take advantage of the best investment opportunities, are national capital markets still relevant? With complete capital market integration across countries, there […]
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Posted in Academic Research, Securities Regulation
Tagged Agency costs, Capital markets, Globalization, Securities regulation
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Financial reporting and conflicting managerial incentives: The case of management buyouts
In our forthcoming Management Science paper, Financial reporting and conflicting managerial incentives: The case of management buyouts, we analyze the effect of external financing considerations on manager’s financial reporting behavior prior to management buyouts (MBOs). Our main motivation for choosing the MBO setting is the potential conflicting financial reporting incentive associated with external financing considerations. […]
Click here to read the complete postNew York Courts Dismiss ‘Grasso’ Compensation Case
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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Posted in Court Cases, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Golden parachutes, NYSE, People v. Grasso
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New Rules for Investors in German Listed Companies
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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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Disclosure, Europe, Germany, Risk management
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Voluntary Disclosures Regarding Insiders’ Rule 10b5-1 Trading Plans
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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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Disclosure, Insider trading, Rule 10b-5
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DOJ Seeks To Avoid Legislation By Adopting Revised Policies on Corporate Prosecutions
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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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Attorney-client privilege, Disclosure, US Senate
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Delaware Decision Highlights Need for Director Protection
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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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Charter & bylaws, Delaware cases, Delaware law, Schoon v. Troy
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Competing with the NYSE
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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Posted in Academic Research, Securities Regulation
Tagged NYSE, Stock option exchanges
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The View from Delaware
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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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications
Tagged Delaware articles, Delaware law
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