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

Shareholder Litigation and Changes in Disclosure Behavior

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

While the deterrent function of private litigation has been studied in some detail, we investigate the existence of another potential benefit of securities litigation: a change in the conduct of the firms involved in private litigation. Specifically, we examine changes in the disclosure behavior of firms involved in 827 disclosure-related class-action securities litigation cases filed […]

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Advance Notice Bylaws: Lessons from Recent Cases

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 6, 2008

My colleague Laura A.McIntosh and I have written an article recently published in the New York Law Journal on May 22, 2008 entitled Corporate Governance Update: Advance Notice Bylaws: Lessons from Recent Cases. Until recently, advance notice bylaws have been unremarkable and fairly uncomplicated provisions, generally easily complied with and largely uncontroversial. In two recent […]

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Shareholder Activism: Proactive Defense and Informed Response

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 5, 2008

ICR, the financial communications consulting firm, recently released a discussion paper Shareholder Activism: Proactive Defense and Informed Response. The paper explores the current environment of shareholder activism driven by “Sharks,” “Wolves” and “Jaguars,” as well as these activists’ goals, motives and tactics. The paper also presents a well documented strategy for issuers outlining potential vulnerabilities […]

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Use of Illegal Business Practices Continues in Many Organizations

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 4, 2008

Ernst & Young recently released its 10th Global Fraud Survey “Corruption or Compliance – Weighing the Costs“. As the US Foreign Corrupt Practices Act (FCPA) becomes the de facto anti-corruption standard worldwide, over 50% of US executives — and 84% globally — still know little to nothing of its key provisions, according to the survey. […]

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Recent Developments in Delaware Corporation Law

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

Over the past year, the areas of corporation law impacting how transaction attorneys guide their clients developed at a significant pace. This trend emerged with Vice Chancellor Strine’s Netsmart, Topps, and Lear opinions, issued during the height of the private equity-led LBO boom and continued through Chancellor Chandler’s United Rentals opinion, in which the Court […]

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ProxyDemocracy.org

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, June 2, 2008

It’s the height of proxy season, and with the high-profile shareholder meetings taking place at Exxon last week and Yahoo later this summer, a new website ProxyDemocracy.org offers tools to help individual investors take part in the process. Although individuals own over 25% of US equity, institutional investors run the show when it comes to […]

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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting | Tagged , , | 1 Comment

My Resolution at ExxonMobil

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, May 30, 2008

At EXXON’S Shareholders Meeting on Wednesday, Resolution #5 received 39.5% of the vote, marginally shy of last year’s 40%. I was relieved as we early learned that the company was seriously soliciting investors to vote against our resolution. The realities of the proxy process are that an issuer has vast advantage. There are many large […]

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

Delaware’s Guidance Function

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, May 29, 2008

Editor’s Note: This post is from J.W. Verret of the George Mason University School of Law. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here. I recently co-authored an article with Chief Justice Myron T. […]

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Seventh Circuit Rules on Mutual Fund Advisory Fees in Jones v. Harris Associates

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

As noted in an article by Floyd Norris of the New York Times, a panel of the Seventh Circuit Court of Appeals unanimously ruled in Jones v. Harris Associates that courts should play a limited role in reviewing fees charged by mutual fund advisors. In an opinion by Judge Frank Easterbrook, the court relied on […]

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Explorations in Executive Compensation

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

Enhanced proxy pay disclosures, which the SEC believed would assist shareholders trying to assess the efficacy of executive compensation at their portfolio companies, have mainly underscored the elaborate and opaque nature of most pay programs. A new paper from RiskMetrics Group entitled Explorations in Executive Compensation aims to guide shareholders through the maze of terminology […]

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