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.

Shareholders could reduce the toxicity of corporate boards’ use of a “poison pill”—a device designed to block shareholders from considering a takeover bid—if they could replace board majorities more quickly, writes Harvard Law School Professor Lucian Bebchuk LL.M. ’80 S.J.D. ’84 in an op-ed that appeared in the Feb. 24, 2011, edition of the Wall Street Journal.