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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 Proposes Revisions to Cross-Border Transaction Exemptions
Together with Adam O. Emmerich, David A. Katz, James Cole, Jr. and Sabastian V. Niles, I have recently distributed a memorandum entitled Cross-Border M&A – SEC Proposes Revisions to Cross-Border Transaction Exemptions, which discusses proposed revisions by the SEC to the current regulatory regime for cross-border transactions. The revisions represent a modest advance toward clarifying […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, SEC
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Chancery Gives Victory to Freedom of Contract
The Delaware Chancery Court recently issued its opinion in Fisk Ventures, LLC v. Segal, which I predict will be cited often by scholars and practitioners alike as part of the ongoing discussion about the difference between applying fiduciary duty concepts to LLCs–or not–as compared with the conventional application of those duties in the corporate context. […]
Click here to read the complete postDodge v. Ford and the Proper Purpose of a Corporation
Editor’s Note: This post is by Professor Lynn Stout of UCLA School of Law and Professor Jonathan Macey of Yale Law School. In the latest issue of the Virginia Law & Business Review, we debate whether the classic case of Dodge v. Ford, and its claim that maximizing shareholder wealth is the proper purpose of […]
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Posted in Boards of Directors, Court Cases, Op-Eds & Opinions
Tagged Dodge v. Ford, Shareholder value
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CORPOCRACY
I have enjoyed many reviews of CORPOCRACY but none pleases me as much as the following from a teacher in Maine: “Monks, internationally known governance guru, of the stature of Peter Drucker, author of Corpocracy is right now being quoted on NPR/MPBN (Wednesday last) on Exxon’s promotion of false science. Please show me that you […]
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Posted in Boards of Directors, Practitioner Publications
Tagged General governance
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Who Monitors the Monitor?
Our forthcoming article in the Review of Financial Studies entitled “Who Monitors the Monitor? The Effect of Board Independence on Executive Compensation and Firm Value” evaluates the efficacy of recent corporate governance reforms that focus on board independence and encourage equity ownership by directors. For instance, both the NYSE and the NASDAQ now require that […]
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Posted in Academic Research, Boards of Directors, Executive Compensation, Securities Regulation
Tagged Board independence, Board monitoring, Executive Compensation, Firm valuation
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The Love Song of The Delaware Court of Chancery
Editor’s Note: This post was written by David Kessler, HLS ‘09, in the course of his taking Corporations with Professor Robert C. Clark. (With the rhyme scheme and meter mostly intact and with many apologies to T.S. Eliot) Let us rule then, you and I, When there’s theft of corp’rate opportunity Like a patient over-billed […]
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Posted in Court Cases, Op-Eds & Opinions
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Do Differences in Legal Protections Explain Differences in Ownership Concentration?
One of the major findings of the law and finance literature comparing corporate governance across countries is that large-percentage shareholders in public corporations are a response to weak legal protections for investors. Thus, it is reported that common law countries have less concentrated ownership than civil law countries because they afford stronger legal protections for […]
Click here to read the complete postRhineland Funding Structure
Editor’s Note: This post is from Allen Ferrell of Harvard Law School. One of the off-balance sheet structures that has caused substantial losses for a European bank is the so-called “Rhineland Funding”. This structure has resulted in substantial losses for the German bank IKB Deutsche Industriebank. The Rhineland Funding conduit had substantial exposure to U.S. […]
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Posted in Accounting & Disclosure, HLS Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Accounting, Liquidity, Subprime securities
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How to Hire a Director
Editor’s Note: This column by Stephen Davis and Jon Lukomnik was originally published in the May 13, 2008 edition of Compliance Week. The 2008 proxy season in the United States is revealing hazardous gaps among the responsibilities expected of corporate directors, the way directors are elected, and the way investors treat decisions about how they […]
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Posted in Boards of Directors, Corporate Elections & Voting, Op-Eds & Opinions
Tagged Boards of Directors, Shareholder elections, Withhold votes
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Nomination of Professor Troy Paredes as SEC Commissioner
President Bush recently announced the appointment of law professor Troy A. Paredes as a Commissioner of the Securities and Exchange Commission. Pending confirmation by the Senate, Paredes will commence a five-year term on 6 June 2008, filling the seat Paul Atkins will vacate after almost six years in office. Professor Paredes’ CV outlines his broad […]
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Posted in Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged SEC, SEC rulemaking
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