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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
The Fiduciary Duties of Directors of Troubled Companies: Emerging Clarity
For many years, there was a diversity of opinion — including judicial opinion — with respect to various issues connected to the duties of directors and officers in the troubled company situation. Can they be sued directly by creditors? Does the business judgment rule apply to protect them? Is there a tort called “deepening insolvency?” […]
Click here to read the complete post2007 Shareholder Activism
As part of an effort to provide insight into what types of companies activist hedge funds and private equity firms are targeting, Thomson Reuters tracks proxy battles on a quarterly basis. To that end, we recently released a report, entitled 2007 Shareholder Activism, for the fourth quarter of 2007. The purpose of our research is […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Practitioner Publications
Tagged Proxy contests, Shareholder activism
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CEO Compensation and Board Structure
The purpose of this article is to examine how the new board requirements that were enacted in response to corporate scandals in 2001 and 2002 affected compensation decisions. We use the difference-in-difference approach to compare changes in compensation between firms that were already complying with these requirements and firms that were not complying with them. […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Board composition, Boards of Directors, Executive Compensation
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A United Nations Proposal Defining Corporate Social Responsibility For Human Rights
On behalf of our pro bono client Oxfam America, my colleagues, Ira M. Millstein, E. Norman Veasey, Harvey Goldschmid, Steven Alan Reiss, Ashley R. Altschuler, and I have prepared a memorandum that discusses the report, Protect, Respect and Remedy: A Framework for Business and Human Rights, prepared by Harvard Professor John G. Ruggie, the Secretary-General’s […]
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Posted in Boards of Directors, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate Social Responsibility, Human rights, United Nations
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A Different Perspective on CSX/TCI: Should Courts Reject a Private Right of Action Under Section 13(d)?
While the bulk of the commentary about last week’s CSX/TCI opinion has focused on the requirement for disclosure of derivatives under the Williams Act, the hedge fund defendants missed a great opportunity to attack the odious practice of management using shareholder money to sue a dissident on any pretext in order to entrench itself. Generally, […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications, Securities Regulation
Tagged CSX v. TCI, Derivative disclosure, Entrenchment, Williams Act
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Labor and Corporate Governance: International Evidence from Restructuring Decisions
My paper, co-authored with Julian Atanassov of the University of Oregon, was recently accepted for publication in the Journal of Finance. This paper investigates how labor and investors’ relative influence and firm level variables interact to affect corporate governance. A key conclusion is that weak investor protection combined with strong union laws are conducive to […]
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Posted in Academic Research, Empirical Research, Financial Regulation, Mergers & Acquisitions
Tagged Executive turnover, Investor protection, Labor markets
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Court Rules on Derivatives and Beneficial Ownership Reporting in CSX/ TCI case
“The securities markets operate in the real world, not in a law school contracts classroom. Any determination of beneficial ownership that failed to take account of the practical realities of that world would be open to the gravest abuse.” That is just a teaser of an opinion in which every page is a gem. Judge […]
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Posted in Court Cases, Derivatives, Practitioner Publications, Securities Regulation
Tagged Beneficial owners, CSX v. TCI, Derivatives, Rule 13d-3
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SEC Advises on Disclosure of Hedge Fund Positions
The beat goes on — in the on-going CSX/TCI litigation before Judge Kaplan of SDNY which is expected to yield an important ruling on the application of the old school reporting requirements of Section 13(d) to the brave new world of hedge funds/derivatives/synthetics. In a recent letter responding to the Court’s inquiry, the Staff of […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged CSX v. TCI, Hedge funds, Rule 13d-3, SEC
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Uncorporate Governance
Although this blog uses the name Harvard Law School Corporate Governance Blog, I want to introduce a new but closely related topic – uncorporate governance. By uncorporate I mean partnership-type business associations (i.e., general partnerships, limited liability companies and limited partnerships) and the default rules and norms that are associated with these business forms. One […]
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Posted in Academic Research, Boards of Directors, Financial Regulation
Tagged Institutional monitoring, Partnerships
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Enforcement Strategies in UK Corporate Governance: A Roadmap and Empirical Assessment
The UK has, similarly to the US, deep and liquid securities markets and widely-dispersed ownership of publicly-traded firms. The central problem of corporate governance for publicly-traded firms in the UK is rendering managers accountable to shareholders. My recent paper, entitled Enforcement Strategies in UK Corporate Governance: A Roadmap and Empirical Assessment, provides a roadmap of […]
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Posted in Academic Research, Derivatives, Empirical Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Derivatives, Institutional Investors, Private enforcement, Public enforcement, UK
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