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Corporate Governance

The Harvard Law School Corporate Governance Blog The Harvard Law School Corporate Governance Blog

Updates on working papers, seminars, speakers, and other activities sponsored by the Harvard Law School Program on Corporate Governance.
By Harvard Law School Program on Corporate Governance

Post Frequency: 2.1/day

Last Entry: November 20, 2009 at 10:16:15

Recent Entries: 730

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Posts

The Merger Agreement as a Contract

Posted on November 20, 2009


Regulation and Class Actions

Posted on November 20, 2009



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Noncompetition Agreements

Posted on November 13, 2009











Taxing Unreasonable Compensation

Posted on November 08, 2009



Should Bondholders be Bailed Out?

Posted on November 06, 2009



Opinions as Incentives

Posted on November 05, 2009







Securitization and Moral Hazard

Posted on November 02, 2009


Some Tender Offer Quirks

Posted on November 02, 2009




SOX and Insider Trades

Posted on October 30, 2009




The Future of Financial Regulation

Posted on October 29, 2009


Assessing the Chrysler Bankruptcy

Posted on October 28, 2009



Proxy Solicitation Through the Internet

Posted on October 27, 2009






How Law Affects Lending

Posted on October 23, 2009





Do Buyouts (Still) Create Value?

Posted on October 21, 2009






Credit Derivatives Are Not ‘Insurance’

Posted on October 17, 2009








Reducing Incentives for Risk-Taking

Posted on October 12, 2009


Questions TARP Employees are Asking Today

Posted on October 11, 2009



Harvard?s Proxy Access Roundtable

Posted on October 09, 2009



Investor Perceptions of Board Performance

Posted on October 07, 2009


Delegation and Accountability at the SEC

Posted on October 07, 2009


Remarks Regarding Investment Companies

Posted on October 06, 2009



Patterns in Corporate Events

Posted on October 05, 2009



Remarks Regarding Market Structure

Posted on October 03, 2009




Unblocking Corporate Governance Reform

Posted on October 01, 2009


The Economic Consequences of IPO Spinning

Posted on September 30, 2009




The Momentum For Reform Must Be Maintained

Posted on September 28, 2009


Stapled Finance

Posted on September 28, 2009




Storm Clouds Gather over Director Elections

Posted on September 25, 2009



A Fair Deal for Taxpayer Investments

Posted on September 24, 2009





The Effect of SOX Section 404

Posted on September 21, 2009


NYSE and NASDAQ Propose Rule Changes

Posted on September 20, 2009


Corporate Governance and the U.S. Senate

Posted on September 19, 2009


Perspectives from the Boardroom?2009

Posted on September 18, 2009



Do Analysts Understand Street Earnings?

Posted on September 16, 2009





Proposed Pay Reform Rules Raise Questions

Posted on September 12, 2009




Elements of Effective Systemic Regulation

Posted on September 10, 2009




Capital Structure as a Strategic Variable

Posted on September 07, 2009






CFOs, CEOs and Earnings Management

Posted on September 02, 2009











Financial Decisions and Firm Location

Posted on August 24, 2009




Competitive Effects of IPOs

Posted on August 21, 2009



Stock Option Manipulation

Posted on August 20, 2009


Beware the Idolatry of Numbers

Posted on August 19, 2009









Networking Barriers to Venture Capital

Posted on August 14, 2009



Shareholder Expropriation in the U.S.

Posted on August 12, 2009





Risk Taking by Entrepreneurs

Posted on August 10, 2009



The Board’s Role in Risk Management

Posted on August 08, 2009


Directors’ and Officers’ Insurance

Posted on August 07, 2009








The Regulatory Reform Marathon

Posted on August 02, 2009




Corporate Governance and Liquidity

Posted on July 31, 2009



Back to the Good Times on Wall Street

Posted on July 31, 2009





The Risk Burden of Entrepreneurship

Posted on July 29, 2009




Does Skin in the Game Matter?

Posted on July 27, 2009




Paying for Performance at Goldman

Posted on July 24, 2009








Corporate Governance in Crisis Times

Posted on July 20, 2009





Special Purpose Vehicles

Posted on July 17, 2009





Delaware?s Art of Judging

Posted on July 14, 2009






The Fall of the Toxic-Assets Plan

Posted on July 09, 2009


Management Persuasion Tactics

Posted on July 08, 2009






Dynamic Incentive Accounts

Posted on July 05, 2009



Why do Insiders Trade?

Posted on July 03, 2009







Toxic Tests

Posted on June 29, 2009




Compensation Peer Groups

Posted on June 26, 2009





CFO Incentives Post-SOX

Posted on June 22, 2009





My Last ExxonMobil Annual Meeting

Posted on June 19, 2009


Business Networks

Posted on June 19, 2009



The Rules of the Game

Posted on June 18, 2009





Empire-Building or Bridge-Building

Posted on June 16, 2009


Assessing the Chrysler Bankruptcy

Posted on June 15, 2009



Flaws in the AIG Trust

Posted on June 13, 2009


Electing Directors

Posted on June 12, 2009





Regulating Bankers’ Pay

Posted on June 09, 2009









Implications of the sale of Chrysler

Posted on June 03, 2009






How Does Law Affect Finance?

Posted on June 01, 2009





CEOs as outside directors

Posted on May 29, 2009





The SEC’s Proxy Access Proposal

Posted on May 27, 2009









Near-Sighted Stress Tests

Posted on May 21, 2009


Auditing the Auditors

Posted on May 20, 2009






Disclosure and the Cost of Capital

Posted on May 15, 2009




What Do Independent Directors Know?

Posted on May 14, 2009






Mutual Fund Advisory Fees

Posted on May 11, 2009


Post-SOX changes in Bonus Contracts

Posted on May 11, 2009


Avoiding Shareholder Activism

Posted on May 10, 2009




Shareholder Activism Report for 2008

Posted on May 07, 2009




Short Sale Proposals: Key Questions

Posted on May 05, 2009


Delaware Adopts DGCL Amendments

Posted on May 05, 2009




PWC 2008 Securities Litigation Study

Posted on May 02, 2009







Shenanigan?s Wake

Posted on April 28, 2009


Executive Compensation Under TARP

Posted on April 28, 2009


The Impact of Governance Reform

Posted on April 27, 2009



Recent Developments in D&O Insurance

Posted on April 25, 2009








Bailouts and Risk Management Incentives

Posted on April 20, 2009



Implications of the AIG Bonus Imbroglio

Posted on April 18, 2009



Redefining the CEO Role

Posted on April 16, 2009



Lessons from the Financial Crisis

Posted on April 15, 2009


Market Reaction Surrounding SEC Filings

Posted on April 14, 2009



IOSCO Report on Hedge Fund Oversight

Posted on April 12, 2009


Triggering a Poison Pill

Posted on April 11, 2009


Evolution of Corporate Ownership

Posted on April 10, 2009


Proposed Short Sale Restrictions

Posted on April 09, 2009


The Robustness of SOX

Posted on April 09, 2009




Tunnel-Proofing the Executive Suite

Posted on April 06, 2009




Bankruptcy v. Bailouts

Posted on April 03, 2009


A Theory of Mergers

Posted on April 02, 2009


Key changes to TALF program

Posted on March 12, 2009








Debt Enforcement Around the World

Posted on March 06, 2009


Financial Reporting in a Time of Crisis

Posted on March 05, 2009


Voting Integrity

Posted on March 05, 2009


Lessons from the Financial Crisis

Posted on March 04, 2009


Will Bank Recapitalization Succeed?

Posted on March 04, 2009



Employee Indemnification

Posted on March 03, 2009



Navigating Tumultuous Times

Posted on March 01, 2009


Amendments to the Delaware Corporation Code

Posted on February 28, 2009





What Matters in Corporate Governance?

Posted on February 26, 2009



Dealing With the Executive Pay Problem

Posted on February 25, 2009



SOX Deficiencies and Firm Risk

Posted on February 23, 2009






The Bailout Is Robbing the Banks

Posted on February 18, 2009


Congress, Don?t Give up on Incentives

Posted on February 17, 2009


The Future of Securities Regulation

Posted on February 16, 2009




Year-End Update On Class Actions

Posted on February 14, 2009



Madoff ? Could it Have Happened in the UK?

Posted on February 11, 2009


Areas for Enhanced Board Focus

Posted on February 10, 2009




Back to Purchasing Troubled Assets

Posted on February 09, 2009


Moral Hazard and Managerial Compensation

Posted on February 08, 2009





SEC vs. Mark Cuban

Posted on February 05, 2009




SOX and Going-Private Decisions

Posted on February 03, 2009


The Return of the Shareholder

Posted on February 02, 2009


Hedge Fund Activism Extends to SPACs

Posted on February 01, 2009




Trading in Distressed Debt

Posted on January 29, 2009


A Comparison of Regulatory Regimes

Posted on January 28, 2009


Environmental Disclosure in SEC Filings

Posted on January 27, 2009


Optimal CEO Incentives

Posted on January 26, 2009


Takeover Risks in Troubled Times

Posted on January 25, 2009



CEO Stock Donations

Posted on January 23, 2009


Embattled CEOs

Posted on January 22, 2009


CEO Pay and the Lake Wobegon Effect

Posted on January 21, 2009


Firms Gone Dark

Posted on January 20, 2009


Determinants of Explicit CEO Contracts

Posted on January 19, 2009


A Wider Scope of Primary Liability?

Posted on January 18, 2009


Lawdragon 500

Posted on January 17, 2009



Shareholder Impact of Option Backdating

Posted on January 15, 2009


Bribery Warrants Global War

Posted on January 14, 2009






Proxy Season 2009

Posted on January 09, 2009


Principles for Reforming Executive Pay

Posted on January 08, 2009


Blog reaches 3 Million Hits

Posted on January 07, 2009






Does Delaware Compete?

Posted on January 02, 2009




Agency Problems at Dual-Class Companies

Posted on December 29, 2008



2009 US Proxy Season

Posted on December 27, 2008


Large Shareholders and Corporate Policies

Posted on December 26, 2008


A Theory of Firm Scope

Posted on December 24, 2008





Key Issues for Directors

Posted on December 20, 2008


Unlocking Credit Markets

Posted on December 19, 2008


Leadership in Challenging Times

Posted on December 18, 2008


Survey of Literature on Boards of Directors

Posted on December 17, 2008


Daniel Kaufmann Farewell Lecture

Posted on December 16, 2008



The Board?s Role in Corporate Strategy

Posted on December 14, 2008



Market-Based Corrective Actions

Posted on December 12, 2008



United Shareholders of America

Posted on December 10, 2008



Economic Consequences of IFRS Reporting

Posted on December 08, 2008


2008 M&A Deal Points Study

Posted on December 07, 2008




Selective “Say-on-Pay” the Best Remedy

Posted on December 04, 2008


Rodgin Cohen on the Future of M&A

Posted on December 03, 2008



Justice Jack Jacobs at Harvard Law School

Posted on December 02, 2008


Not Everything Can Be Too Big to Fail

Posted on December 01, 2008


Cross-Border Deals

Posted on November 30, 2008





Risk Management and the Board of Directors

Posted on November 26, 2008



Does Private Equity Create Wealth?

Posted on November 25, 2008




Experts on the Future of the SEC

Posted on November 22, 2008






Broken Deals: Who’s to Blame?

Posted on November 19, 2008



Performance Pay and Wage Inequality

Posted on November 17, 2008











The Oracle acquisition of PeopleSoft

Posted on November 07, 2008


Reconsidering “Say on Pay” Proposals

Posted on November 06, 2008


SEC Adopts Enforcement Manual

Posted on November 05, 2008






Consumer Biases and Firm Ownership

Posted on October 31, 2008





Research on the Adoption of IFRS

Posted on October 29, 2008







Developments in Takeover Defenses

Posted on October 23, 2008


Incentives for Innovation

Posted on October 22, 2008









The Merger Agreement as a Contract

Posted on October 15, 2008




The Ban and the TARP

Posted on October 12, 2008




A lesson from 1929 for the hedge funds

Posted on October 09, 2008








Leo Strine’s Marvelous Adventures

Posted on October 02, 2008


Panel Discussion on Transactional Practice

Posted on October 01, 2008




Bailout Bill

Posted on September 29, 2008


U.S. v. Stein

Posted on September 28, 2008


Family Control of Firms and Industries

Posted on September 27, 2008




Which Way Out?

Posted on September 24, 2008



Developments in Takeover Defense

Posted on September 22, 2008






Panel Discussion on Corporate Litigation

Posted on September 17, 2008





Ryan v. Lyondell Chemical Co.

Posted on September 12, 2008






SEC proposes roadmap for IFRS adoption

Posted on September 05, 2008


SEC Issues Corporate Website Guidance

Posted on September 04, 2008



Fannie and Freddie by Twilight

Posted on September 02, 2008










Competing with the NYSE

Posted on August 20, 2008





Leveraged Buyouts and Private Equity

Posted on August 14, 2008



CSX/ TCI Decision Webcast

Posted on August 12, 2008



Institutional Investors and Proxy Voting

Posted on August 08, 2008










Board Manages CA, Inc. ? No Way!

Posted on July 28, 2008




Delaware?s Compensation

Posted on July 23, 2008

























2007 Shareholder Activism

Posted on June 19, 2008


CEO Compensation and Board Structure

Posted on June 18, 2008







Uncorporate Governance

Posted on June 11, 2008








ProxyDemocracy.org

Posted on June 02, 2008


My Resolution at ExxonMobil

Posted on May 30, 2008


Delaware’s Guidance Function

Posted on May 29, 2008







CORPOCRACY

Posted on May 21, 2008


Who Monitors the Monitor?

Posted on May 20, 2008




Rhineland Funding Structure

Posted on May 15, 2008


How to Hire a Director

Posted on May 14, 2008













Levitt Corp. v. Office Depot, Inc.

Posted on April 28, 2008






Responding to Hedge Fund Activism

Posted on April 22, 2008


Option Backdating and Its Implications

Posted on April 21, 2008







TravelCenters of America LLC v. Brog

Posted on April 15, 2008




The Geography of Block Acquisitions

Posted on April 10, 2008


Dangerous Dithering

Posted on April 09, 2008


Litigation Kennel?

Posted on April 08, 2008



Diller vs. Malone

Posted on April 04, 2008



Delaware General Corporation Law

Posted on April 02, 2008


Consequences of Delayed SEC Filings

Posted on April 01, 2008


Healthy Hedge Funds, Sick Banks

Posted on March 31, 2008




How Fair are Fairness Opinions?

Posted on March 25, 2008



“Redeveloping” Corporate Governance

Posted on March 20, 2008


Executive Compensation 2008

Posted on March 19, 2008






AFL-CIO Proxy Voting

Posted on March 11, 2008








Harmonization of GAAP and IFRS

Posted on February 27, 2008





‘Law and Finance’ Revisited

Posted on February 21, 2008







On Being a Corporate Lawyer

Posted on February 11, 2008



The Significance of Mercier v. Inter-Tel

Posted on February 06, 2008







Tellabs redux

Posted on January 28, 2008


How Not to Govern

Posted on January 25, 2008





The Annual Meeting of ALEA

Posted on January 18, 2008



Stoneridge

Posted on January 16, 2008


The Constituency Director

Posted on January 14, 2008




The Top Five Delaware Cases of 2007

Posted on January 08, 2008





Hedge Fund Activism

Posted on January 02, 2008



Quick Look at a Cross-Border Deal

Posted on December 26, 2007




Press, Posturing, and Proxy Access

Posted on December 19, 2007



Heroes and Villains

Posted on December 17, 2007



Chairman Cox’s Statement on Proxy Access

Posted on December 13, 2007



Hedge Fund Investor Activism and Takeovers

Posted on December 11, 2007





Activist Arbitrage

Posted on November 29, 1999



Problems Hidden Under The TARP

Posted on November 29, 1999


Option Backdating and Board Interlocks

Posted on November 29, 1999



The Defining Role of Good Faith

Posted on November 29, 1999



Is AIG Too Big to Fail?

Posted on November 29, 1999


A Lobbying Approach to SOX

Posted on November 29, 1999


SEC Proposes to Eliminate Broker Votes

Posted on November 29, 1999


Satisficing Contracts

Posted on November 29, 1999


The Challenge for Financial Regulation

Posted on November 29, 1999


Hedge Funds in the Crosshairs

Posted on November 29, 1999


Making Sense of Cents

Posted on November 29, 1999


Why do countries adopt IFRS?

Posted on November 29, 1999


Public-Private Investment Funds

Posted on November 29, 1999



Lyondell Chemical Co. v. Ryan

Posted on November 29, 1999



Superstar CEOs

Posted on November 29, 1999


UK Rules for Disclosure of Derivatives

Posted on November 29, 1999


Sponsor-backed Going Private Transactions

Posted on November 29, 1999


Corporate Crime

Posted on November 29, 1999


Holding business leaders accountable

Posted on November 29, 1999


A Fix for Geithner?s Plan

Posted on November 29, 1999


Treasury?s Framework for Regulatory Reform

Posted on November 29, 1999


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