Corporate Governance

In an award ceremony held in New York City last month, the Investor Responsibility Research Center Institute (IRRCi) announced the winners of its the 2013 prize competition. The academic award went to Harvard Law School Professor Lucian Bebchuk LL.M. '80 S.J.D. 84, HLS Senior Fellow and Tel-Aviv University Professor Alma Cohen, and Harvard Business School Professor Charles Wang. The trio received the award for their study, "Learning and the Disappearing Association between Governance and Returns," which was published last month by the Journal of Financial Economics.

In an online forum, Harvard Law School Professor Lucian Bebchuk engaged in a debate with Ohio State University Professor Rene Stulz regarding the role executive compensations played in the financial crisis.

On Feb. 15, Harvard Law School Professor Lucian Bebchuk testified before the U.S. Senate Committee on Banking, Housing and Urban Affairs Subcommittee on Financial Institutions and Consumer Protection at a hearing entitled “Pay for Performance: Incentive Compensation at Large Financial Institutions.”

Whether owners of limited liability companies should be subject to personal liability has been the subject of much controversy lately, in the U.S. and around the world. On Jan. 25, Bruno Salama, spoke to an HLS audience on the topic in the context of his research project and book “The End of Limited Liability in Brazil” tracing the status of corporate limited liability and veil piercing in Brazil. A professor of law at the Fundação Getulio Vargas in Sao Paulo, Salama was joined by HLS Professors Reinier Kraakman and Mark Roe ’75 at an event organized by the Harvard Law School Brazilian Studies Association.

For the last several years, former Harvard Law School Dean Robert C. Clark ’72 has broken with tradition in teaching his mergers and acquisitions course. It isn’t enough to read leading cases, he realized; students still may leave the classroom without any real understanding of how to structure a deal, identify and avoid pitfalls, and recognize why personalities matter—in short, how M&As work in the real world.

In December, Harvard Law School’s International Human Rights Clinic submitted an amicus curiae brief to the U.S. Supreme Court in support of petitioners in a major Alien Tort Statute (“ATS”) case, Kiobel v. Royal Dutch Petroleum Co. The brief in Kiobel v. Royal Dutch Petroleum Co. argues that corporations can be held liable for violations of the law of nations under the ATS.

At the 2011 annual meeting of the International Corporate Governance Network held in Paris, Professor Lucian Bebchuk was awarded an ICGN award for excellence in corporate governance. ICGN awards are given annually in recognition of “exceptional achievements in the corporate governance field.”

The Committee on Disclosure of Corporate Political Spending, co-chaired by Harvard Law School Professor Lucian A. Bebchuk LL.M. ’80 S.J.D. ’84 and Robert J. Jackson, Jr. ’05, associate professor at Columbia Law School, submitted a rulemaking petition to the Securities and Exchange Commission. The petition urges the commission to develop rules to require public companies to disclose to shareholders the use of corporate resources for political activities.

In its recent annual meeting held in San Diego, the Western Economic Association International elected Harvard Law School Professor Lucian Bebchuk to be its president-elect during 2011-2012.

In his June 20 opinion piece in Project Syndicate, “How capitalist is America?,” Harvard Law School Professor Mark Roe '75 looks into the question of ‘how capitalist’ the United States is, and explores the idea of U.S. capitalism not only within a global context, but within a corporate one, as well. The article is the latest in a monthly series for the publication, titled The Rules of the Game.

This year’s list of “Top Ten Corporate and Securities Articles” based on an annual poll of corporate and securities law academics includes six articles authored or co-authored by Harvard Law faculty and fellows. The top ten articles, selected from a field of more than 440 pieces, will be reprinted in an upcoming issue of the Corporate Practice Commentator.

Mihir A. Desai, who currently serves as the Mizuho Financial Group Professor of Finance, the Senior Associate Dean for Planning and University Affairs, and the Chair of Doctoral Programs at Harvard Business School, has accepted a joint appointment to the faculty of Harvard Law School as a tenured Professor of Law.

At an event hosted by the Harvard Women’s Law Association on April 19, 2011, Joseph M. Sellers, head of the Civil Rights and Employment practice group at Cohen Milstein, shared his experience working on Dukes v. Wal-Mart Stores, the largest civil rights class action suit in the United States.

Holger Spamann L.L.M. ’01 S.J.D. ’09, an expert in corporate governance and finance, will join the Harvard Law School faculty in July as an Assistant Professor of Law.

“The CEO Pay Slice,”  an op-ed co-written by HLS Professor Lucian Bebchuk, appeared in Project Syndicate on January 18, 2010.

The op-ed, “Bankers had cashed in before the music stopped,” was co-written by Harvard Law School Professor Lucian Bebchuk LL.M. ’80 S.J.D. ’84, Visiting Professor Alma Cohen, and Lecturer on Law Holger Spamann S.J.D. ’09. It appeared in the December 7, 2009, edition of the Financial Times.

This op-ed by Harvard Law School Professors Lucian Bebchuk LL.M. ’80 S.J.D ’84. and Jesse Fried, entitled “Taming the Stock Option Game,” appeared in the November 2009 edition of Project Syndicate. This article builds on their study “Equity Compensation for Long-term Performance.” Bebchuk and Fried are co-authors of “Pay without Performance: The Unfulfilled Promise of Executive Compensation.”

A year after the United States government allowed the investment bank Lehman Brothers to fail but then bailed out AIG, and after governments around the world bailed out many other banks, key question remains: when and how should authorities rescue financial institutions?

This op-ed co-written by Harvard Law School Professor Lucian Bebchuk LL.M. ’80 S.J.D. ’84 and Holger Spamann, “Reducing incentives for risk-taking,” appeared in the October 12, 2009, edition of the New York Times. Bebchuk is a professor of law, economics and finance and director of the Program on Corporate Governance at Harvard Law School, and Spamann is co-executive director and a fellow of the HLS corporate governance program. Their op-ed builds on their joint paper, “Regulating Bankers’ Pay.”

The op-ed by Harvard Law School Professor Lucian Bebchuk LL.M. ’80 S.J.D. ’84, entitled “Unblocking corporate governance reform,” appeared in Project Syndicate. This op-ed is the most recent installment of Bebchuk’s commentary, which he offers monthly in a series of columns entitled “The rules of the game.”

On Sept. 3, four HLS professors joined more than 20 other corporate law and finance professors and scholars in an amici curiae brief filed in the case of Jones et al. v. Harris Associates, now pending before the U.S. Supreme Court.

The following op-ed by Harvard Law School Professor Lucian Bebchuk LL.M. ’81 S.J.D. ’84, “Bonus guarantees can fuel risky moves,” appeared in the August 27, 2009 edition of The Wall Street Journal. He is the director of the Program on Corporate Governance at HLS.

On July 29, HLS Professor John C. Coates testified during a hearing of the Subcommittee on Securities, Insurance and Investment of the Senate Committee on Banking, Housing, and Urban Affairs.  In the hearing titled “Protecting Shareholders and Enhancing Public Confidence by Improving Corporate Governance,” Coates offered his recommendations for corporate governance reform.

Harvard Law School Professor Lucian Bebchuk LL.M. ’80 S.J.D. ’84, director of HLS’s Program on Corporate Governance wrote “Let the Good Times Roll Again?” for his July column for Project Syndicate, an international association of 425 newspapers in 150 countries. His recent article draws on his testimony before the Financial Services Committee of the U.S. House of Representatives, and his white papers “Equity Compensation for Long-Term Performance” and “Regulating Bankers’ Pay.”

Harvard Law School Professor Lucian Bebchuk LL.M. ’80 S.J.D. ’84 will be writing a monthly column for Project Syndicate, an international association of 425 newspapers in 150 countries, with a total circulation of about 56 million papers. Bebchuk’s series of monthly commentaries, titled “The Rules of the Game,” will focus on finance and corporate governance.

Jesse Fried ’92, a leading expert in executive compensation, corporate governance, corporate bankruptcy, and venture capital, will join the Harvard Law School faculty in the fall. He is currently a professor of law at the University of California at Berkeley.

 The following article “Key Ways to Reform Corporate Elections” by HLS Professor Lucian Bebchuk LL.M. ’80 S.J.D. ’84 appeared in the May 27 edition of The Wall Street Journal. Bebchuk is the director of the Program on Corporate Governance at Harvard Law School, and the author of “The Case for Shareholder Access to the Ballot,” “The Myth of the Shareholder Franchise” and “The Case for Increasing Shareholder Power.”

On October 23, 2008 HLS hosted a panel discussion titled Corporate Leadership in a Time of Turmoil. Moderated by Professor Bob Clark '72, the discussion featured panelists Domenico De Sole LL.M. '72, chairman of the Tom Ford fashion label and former chairman and CEO of the Gucci Group; Frank Dengeard LL.M. '85, former chairman and CEO of Thomson SA; and Bruce Wasserstein JD/MBA '71, chief executive of Lazard LLC.

From a blue-ribbon panel, a slate of prescriptions for improving the health of U.S. capital markets.

In the past, state-owned Chinese banks were known for bad loans and poor corporate governance. Recently, four of these institutions went public, with one IPO raising a record $21.9 billion.

Harvard Law School's corporate law scholars like to collaborate--across a global array of subjects.

When Jim Clark, chairman of online photo sharing giant Shutterfly, resigned from his company’s board of directors in January, he became the first CEO to blame the Sarbanes-Oxley Act for his departure, saying the law had taken reform too far and had crimped his ability to lead.

A year ago, it looked as if the Sarbanes-Oxley Act might face a serious overhaul after its two principal authors, Rep. Michael Oxley (R-Ohio) and Sen. Paul Sarbanes ’60 (D-Md.), retired from Congress at the end of 2006.

One of the main goals of the recently established Program on Corporate Governance is to strengthen ties between academia—especially HLS—and the worlds of practice and policy-making.

An HLS professor is "the Elvis Presley of shareholder activism." And one of his fans is a key player in China.

Home Depot, the world's largest home improvement retail chain, has agreed to amend its corporate bylaws in response to a shareholder proposal submitted by Professor Lucian Bebchuk in December of 2006.

The HLS Program on Corporate Governance released a new study today called Lucky Directors, by Professor Lucian Bebchuk and co-authors Yaniv Grinsten and Urs Peyer suggesting that outside directors' options, and not only executives' options, have been favorably timed to an extent that cannot be explained by mere luck.

The HLS Program on Corporate Governance recently released a study by Professor Lucian Bebchuk and co-authors Yaniv Grinsten and Urs Peyer, which examined the use of stock option backdating.

The following op-ed by Professor Lucian Bebchuk, Investors must have power, not just figures on pay, was published in The Financial Times on July 28, 2006: The US Securities and Exchange Commission's vote this week to expand disclosure requirements for executive pay is a major step forward.

Professor Hal Scott and the HLS Program on International Financial Systems have released a white paper based on a half-day symposium that focused on key issues of corporate governance affecting companies, investors, and financial markets globally. Cosponsored by the Program on International Financial Systems, Standard and Poor’s and BusinessWeek, the symposium convened in New York on December 6, 2005.

On Friday, Novemeber 4, The Program on Corporate Governance at HLS will host a panel discussion to debate personal liability for corporate directors. This question became a central one in the recent WorldCom and Enron cases, in which directors paid settlement fees out of their own pockets. Panelists will consider whether personal liability makes directors accountable, or whether it could deter directors from serving and make serving directors excessively defensive.

After a decade of soaring to unprecedented levels, executive compensation is the subject of an intense debate. In their just published "Pay without Performance: The Unfulfilled Promise of Executive Compensation," HLS Professor Lucian Bebchuk LL.M. '80 S.J.D. '84 and UC Berkeley School of Law Professor Jesse Fried '92 explore the causes and consequences of flawed compensation arrangements.

In the Financial Times, Professor Lucian Bebchuk writes: The Securities and Exchange Commission formally proposed a rule this month that would provide shareholders with some access to the corporate ballot - the proxy card distributed to all voting shareholders. The rule would require some companies in certain circumstances to include the names of candidates nominated by shareholders who satisfy some minimum ownership requirements on the corporate ballot.

Although Peter Allan Atkins ’68 dismisses "star" labels, preferring to be viewed as an all-around corporate lawyer, the Skadden, Arps, Slate, Meagher & Flom partner is nationally acclaimed as a mergers and acquisitions expert.