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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
SEC Bars Naked Short Sales of Major Financial Firms; More is Needed
In response to the SEC’s emergency rule, issued Tuesday evening, barring short sales of stock in Fannie Mae, Freddy Mac and seventeen primary dealers, my colleagues Theodore A. Levine, Caitlin S. Hall and I have issued a memorandum entitled “SEC Bars Naked Short Sales of Major Financial Firms; More is Needed.” The emergency rule, which […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Financial institutions, SEC, Short sales
2 Comments
Delaware Supreme Court Issues Opinion on Shareholder-adopted Bylaws
We have received communications from several of our guest contributors. Ted Mirvis of Wachtell, Lipton, Rosen & Katz writes: The Delaware Supreme Court much-awaited decision on the AFSCME stockholder bylaw proposal did not disappoint. It is a thoughtful and important treatment of the intersection of stockholder and director authority. The director-centric view won. Here is […]
Click here to read the complete postFedEx Corporation Agrees to Adopt a Pill-Limiting Bylaw
Editor’s Note: This post is from Lucian Bebchuk of Harvard Law School. FedEx Corporation became the fourth major company this proxy season to reach an agreement with me under which it adopted a pill-limiting bylaw. Under the new bylaw, any poison pill plan adopted by the board without prior stockholder approval shall expire no later […]
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Posted in HLS Research, Mergers & Acquisitions, Op-Eds & Opinions
Tagged FedEx, Poison pills, Takeover defenses
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Regulatory Show and Tell: Lessons from International Statutory Regimes
Editor’s Note: The post below comes to us from Jennifer G. Hill of the University of Sydney, Australia, who has a continuing position as Visiting Professor at Vanderbilt Law School. In Unocal Corp v Mesa Petroleum Co (493 A. 2d 946, 957 (Del SC, 1985), the Delaware Supreme Court stated that “our corporate law is […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged General governance, International governance, Unocal v. Mesa
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Harvard’s Contribution to the Year’s Ten Best Corporate Articles
Writings by three Harvard Law School professors — Lucian Bebchuk, Mark Roe, and Guhan Subramanian – were selected to be among the 10 Best Corporate and Securities Articles of 2007 in the annual poll of corporate and securities law faculty around the country. This is a repeat appearance on the top ten list for each […]
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Posted in Academic Research, HLS Research, Program News & Events
Tagged Program on Corporate Governance
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Acquisition of Troubled Financial Institutions and Assisted Transactions
My partners Craig M. Wasserman, Richard K. Kim, Lawrence S. Makow, Nicholas G. Demmo and Matthew M. Guest and I have recently issued a memorandum entitled “Acquisition of Troubled Financial Institutions and Assisted Transactions.” The memorandum discusses the credit-related losses suffered by some financial institutions, their efforts to raise capital, and the increasingly prominent role […]
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Posted in Financial Crisis, Mergers & Acquisitions, Practitioner Publications
Tagged Bankruptcy, Capital requirements, FDIC, Financial institutions
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Economic Characteristics, Corporate Governance, and the Influence of Compensation Consultants on Executive Pay Levels
In a recent working paper, Christopher Armstrong, Christopher Ittner and I investigate the relation between the use of compensation consultants and CEO pay levels. We conduct an analysis using proxy disclosures by a diverse sample of 2,116 companies. Consistent with claims that executive pay levels in clients of compensation consultants are higher than justified by […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Compensation consultants, Compensation disclosure, Executive Compensation
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Shareholder Activism and the “Eclipse of the Public Corporation”: Response to Marty Lipton
In a post to this blog on June 25th, Marty Lipton presented a paper entitled “Shareholder Activism and the Eclipse of the Public Corporation: Is the Current Wave of Activism Causing Another Tectonic Shift in the Public Corporation?,” in which he expressed concern about the eroding centrality of the board and its vulnerability to pressure […]
Click here to read the complete postDelaware Supreme Court Case on Shareholder-Adopted Bylaws: Today’s Oral Argument
Editor’s Note: This post from J.W. Verret of George Mason University summarizes today’s oral argument in Delaware. For previous posts on the Blog about the case, and for the parties’ briefs, see here and here. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases
Tagged CA v. AFSCME, Charter & bylaws, Delaware cases, Delaware law, Proxy materials, Rule 14a-8, Shareholder voting
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Delaware Supreme Court Case on Shareholder-Adopted Bylaws: The Parties’ Briefs
In advance of the scheduled Delaware Supreme Court hearing tomorrow on the validity of the proposed shareholder-adopted election bylaw submitted for inclusion in the proxy materials of Delaware corporation CA, Inc, we are posting the briefs of the two sides, which were filed yesterday. As previously reported on the Blog, the case is before the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases
Tagged CA v. AFSCME, Charter & bylaws, Delaware cases, Delaware law, Shareholder voting
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