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

FedEx Corporation Agrees to Adopt a Pill-Limiting Bylaw

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 17, 2008

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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Regulatory Show and Tell: Lessons from International Statutory Regimes

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 16, 2008

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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Harvard’s Contribution to the Year’s Ten Best Corporate Articles

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

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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Acquisition of Troubled Financial Institutions and Assisted Transactions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 14, 2008

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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Economic Characteristics, Corporate Governance, and the Influence of Compensation Consultants on Executive Pay Levels

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, July 11, 2008

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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Shareholder Activism and the “Eclipse of the Public Corporation”: Response to Marty Lipton

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 10, 2008

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 […]

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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications | Tagged , , | 1 Comment

Delaware Supreme Court Case on Shareholder-Adopted Bylaws: Today’s Oral Argument

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 9, 2008

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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Delaware Supreme Court Case on Shareholder-Adopted Bylaws: The Parties’ Briefs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, July 8, 2008

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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Liquidation Values and the Credibility of Financial Contract Renegotiation: Evidence from U.S. Airlines

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 7, 2008

My paper “Liquidation Values and the Credibility of Financial Contract Renegotiation: Evidence from U.S. Airlines” co-written with Nittai Bergman, which is forthcoming in the Quarterly Journal of Economics, documents empirically the conditions under which airlines renegotiate aircraft leases in the United States. The control rights that financial contracts provide over firms’ underlying assets play a […]

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FASB Proposes Amendments to SFAS No. 5, Accounting for Contingencies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, July 3, 2008

My colleagues and I have prepared a memorandum summarizing the serious concerns raised for public companies by proposed amendments to the Financial Accounting Standards Board’s Statement of Financial Accounting Standards Number 5, dealing with loss contingencies. Boards of directors, particularly audit committee members, and those who advise boards should become familiar with the proposed amendments […]

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