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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Court Imposes Caremark Fiduciary Duty on Corporate Officer
In Miller v. McDonald, et al., ( D. Del., Bankr., April 9, 2008), the Bankruptcy Court for the District of Delaware decided an issue of great importance to those who follow corporate governance issues related to the fiduciary duties of officers and directors. In this opinion on a motion to dismiss claims against an officer […]
Click here to read the complete postDelaware Court Rejects Per Se Rules for Financial Advisor Proxy Disclosures
We have recently distributed a memorandum entitled Delaware Court Rejects Per Se Rules for Financial Advisor Proxy Disclosures, which discusses the ruling of the Delaware Court of Chancery in In re BEA Systems Inc. Shareholders Litigation, a lawsuit arising out Oracle’s $8.5 billion acquisition of BEA Systems. The court denied plaintiffs’ motion to enjoin a […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Delaware cases, Delaware law, Financial advisers, Proxy disclosure
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Judgment Too Important to be Left to the Accountants
The Financial Times recently published the following op-ed piece of mine, entitled Judgment Too Important to be Left to the Accountants. Two serious asset bubbles–the dotcom explosion of the late 1990s and the recent dizzying ascension in housing prices–have developed in the US economy within the past decade. Given their damaging consequences, it is time […]
Click here to read the complete postElectronic Arts’ Attempt to Exclude My Precatory Shareholder Proposal
Editor’s Note: This post is from Lucian Bebchuk of Harvard Law School. Electronic Arts, Inc. recently submitted to the SEC a no-action request seeking concurrence of the SEC Staff that a shareholder proposal I submitted may be excluded from the company’s proxy materials for the 2008 annual meeting. In response to the company’s no-action request, […]
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Posted in Corporate Elections & Voting, HLS Research, Securities Litigation & Enforcement
Tagged Bebchuk v. Electronic Arts, Charter & bylaws, No-action letters, Proxy access, SEC, Shareholder voting
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Director Compensation in Turbulent Times
My colleagues, Amy Goodman, Gillian McPhee and I have recently published our thoughts on issues to be considered by boards of directors in setting their own compensation. We outline recent trends in compensation practices, particularly since the passage of the Sarbanes-Oxley Act, and discuss issues confronting boards of directors as they review their compensation programs; […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Conflicts of interest, Executive Compensation
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Apache Corporation v. NYCERS: Injunction Denied
Recently, I blogged about a case brought in the US District Court, Southern District of Texas, by Apache Corporation, who sought a declaratory judgment supporting its exclusion of a shareholder proposal submitted by the New York City Employees’ Retirement System. The case sought to enjoin a lawsuit brought by NYCERS in the Southern District of […]
Click here to read the complete postThe Role and Effect of Compensation Consultants on CEO Pay
I, along with my co-authors Mary Ellen Carter and Stephen Hillegeist, have recently posted a new working paper entitled The Role and Effect of Compensation Consultants on CEO Pay. The paper examines how compensation consultants influence the level, form and pay-performance sensitivity of CEO pay for a sample of 880 firms from the S&P 1500 […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged CD&A, Compensation consultants, Executive Compensation
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The Delaware General Corporation Law for the 21st Century
Editor’s Note: This post is from Lawrence A. Hamermesh of the Widener 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. You are cordially invited to a very special symposium that […]
Click here to read the complete postLevitt Corp. v. Office Depot, Inc.
The Delaware Court of Chancery recently held in Levitt Corp. v. Office Depot, Inc., that a bylaw restricting business that could be conducted at annual meetings to (i) matters contained in the meeting notice and (ii) matters otherwise properly brought by the board or by stockholders (in accordance with advance notice provisions) did not preclude […]
Click here to read the complete postDOJ Establishes Guidelines For Corporate Monitors
My colleague David B. Anders and I have written a memorandum commenting on the guidance recently provided by the Acting Deputy Attorney General Craig S. Mortford concerning principles that DOJ will now consider when negotiating and finalizing monitor provisions for deferred prosecution arrangements. The DOJ guidance addresses, among other matters, possible criteria for monitor selection, […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Institutional monitoring, Non-prosecution agreement
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