http://blogs.law.harvard.edu/corpgov Sponsored by the HLS Corporate Governance Program Sat, 21 Nov 2009 16:52:52 +0000 http://backend.userland.com/rss092 en (Editor’s Note: This post is an abridged version of a Cleary Gottlieb Steen & Hamilton LLP client memorandum, excluding footnotes; the complete memorandum is available here.) Securities analysts play a key role in securities markets, and publicly held companies as a matter of market practice regularly brief them to help them ... http://blogs.law.harvard.edu/corpgov/2009/11/21/communications-with-financial-analysts-and-related-disclosure-issues/ Charles M. Nathan is a corporate partner at Latham & Watkins LLP and Global Co-Chair of the firm's Mergers and Acquisitions Group.This post comes is based on a Latham & Watkins LLP client memorandum by James D.C. Barrall, Bradd L. Williamson and Allegra C. Wiles. Policy Drivers in the Current Environment ... http://blogs.law.harvard.edu/corpgov/2009/11/20/executive-compensation-for-the-2009-2010-season/ Recently, in the Mergers and Acquisitions course at Harvard Law School, three preeminent M&A practitioners discussed the Merger Agreement as a Contract with Vice Chancellor Leo Strine, Jr., who teaches the class. The panelists were Rick Climan, a partner in the Mergers and Acquisitions group at Dewey & LeBoeuf LLP; ... http://blogs.law.harvard.edu/corpgov/2009/11/20/the-merger-agreement-as-a-contract-2/ This post comes to us from Eric Helland of Claremont McKenna College and Jonathan Klick of the University of Pennsylvania Law School. Regulation and litigation do not occur in isolation. In almost every case of a harm which leads to litigation some regulatory agency had initially monitored the activity that ... http://blogs.law.harvard.edu/corpgov/2009/11/20/regulation-and-class-actions/ This post is a review of Robert Pozen's recent book, "Too Big to Save: How to Fix the US Financial System" by Sean Cameron, MBA Candidate at Harvard Business School. Bob Pozen's book, Too Big to Save: How to Fix the US Financial System is one of the most important books ... http://blogs.law.harvard.edu/corpgov/2009/11/19/too-big-to-save-how-to-fix-the-us-financial-system/ Annette Nazareth is a partner in the Financial Institutions Group at Davis Polk & Wardwell LLP. This post is based on a Davis Polk & Wardwell LLP client memorandum by Ms. Nazareth together with Donald Bernstein, Luigi De Ghenghi, John Douglas, Randall Guynn, Arthur Long, Margaret Tahyar and Reena Agrawal ... http://blogs.law.harvard.edu/corpgov/2009/11/19/the-house-and-senate-debate-resolution-authority/ This post comes to us from Mark Lebovitch and Laura Gundersheim. Mark Lebovitch is a partner at Bernstein Litowitz Berger & Grossmann LLP, where he is primarily responsible for the firm's corporate governance litigation practice. Laura Gundersheim is an associate at Bernstein Litowitz Berger & Grossmann LLP. One of the fundamental ... http://blogs.law.harvard.edu/corpgov/2009/11/18/the-wrong-prescription-revisiting-the-justification-for-poison-pills/ Robert Monks, a legendary shareholder activist and founder of ISS (which was later acquired by RiskMetrics) and the Corporate Library, recently gave a talk as part of the Shareholder Activism course here at Harvard Law School about the past, the present, and the future of shareholder activism. Mr. Monks began his ... http://blogs.law.harvard.edu/corpgov/2009/11/18/bob-monks-delivers-lecture-on-shareholder-activism/ (Editor’s Note: This post is based on an article that first appeared in the Atlantic.) As we now know all too well, the credit crisis and the global recession stemmed, in important part, from stark failures of boards of directors and operating business leadership in important financial institutions: the witch's brew ... http://blogs.law.harvard.edu/corpgov/2009/11/17/shareholders-part-of-the-solution-or-part-of-the-problem/ (Editor’s Note: This post comes to us from Anil Shivdasani of the University of North Carolina at Chapel Hill and Irina Stefanescu of Indiana University.) In our paper, How Do Pensions Affect Corporate Capital Structure Decisions?, which was recently accepted for publication in the Review of Financial Studies, we investigate the ... http://blogs.law.harvard.edu/corpgov/2009/11/16/pensions-and-corporate-capital-structure-decisions/