http://blogs.law.harvard.edu/corpgov Sponsored by the HLS Corporate Governance Program Sun, 08 Nov 2009 14:56:37 +0000 http://backend.userland.com/rss092 en (Editor’s Note: This post comes to us from Aaron Zelinsky.) In my paper, Taxing Unreasonable Compensation: §162(a)(1) and Managerial Power, which is forthcoming in the Yale Law Journal, I argue that IRS should disallow tax deductions for unreasonable compensation paid by publicly held corporations. Section 162(a)(1) of the Internal Revenue Code allows ... http://blogs.law.harvard.edu/corpgov/2009/11/08/taxing-unreasonable-compensation/ (Editor’s Note: This post comes is based on an article that first appeared in the New York Law Journal.) On Jan. 1, 2009, Merrill Lynch & Co. Inc. ("Merrill") merged with Bank of America Corporation ("BofA"). [1] At the end of 2008, prior to the close of the merger, Merrill awarded ... http://blogs.law.harvard.edu/corpgov/2009/11/07/merrill-bonuses-raised-issues-in-merger-with-bank-of-america/ (Editor’s Note: This post is Lucian Bebchuk’s most recent column in his series of monthly commentaries titled “The Rules of the Game” for the international association of newspapers Project Syndicate, which are available here.) A year after the United States government allowed the investment bank Lehman Brothers to fail but then ... http://blogs.law.harvard.edu/corpgov/2009/11/06/should-bondholders-be-bailed-out/ On October 21, 2009 The Altman Group submitted a proposal to the SEC titled Practical Solutions To Improve The Proxy Voting System (available here). Effective January 1, 2010 brokerage firms will no longer be able to vote for non-responding clients with regard to uncontested elections of directors as a result of ... http://blogs.law.harvard.edu/corpgov/2009/11/06/practical-solutions-to-improve-the-proxy-voting-system/ (Editor’s Note: This post comes to us from Yeon-Koo Che of Columbia University and Yonsei University and Navin Kartik of Columbia University.) Difference of opinion would be obviously valuable if it inherently entails a productive advantage in the sense of bringing new ideas or insights that would ... http://blogs.law.harvard.edu/corpgov/2009/11/05/opinions-as-incentives/ At the request of one of Israel’s largest institutional investors, Professor Lucian Bebchuk submitted a report on whether the reorganization proposal of Africa-Israel Investments Ltd. would adequately protect the interests and contractual rights of public bondholders. Africa-Israel Investment Ltd., a conglomerate with business operations around the world (including the US ... http://blogs.law.harvard.edu/corpgov/2009/11/04/professor-bebchuk-intervenes-in-israel%e2%80%99s-largest-reorganization/ (Editor's Note: The following post comes to us from William L. Rutledge, executive vice president in charge of the Bank Supervision Group at the Federal Reserve Bank of New York, and Chairman of the Senior Supervisors Group.) The events of 2008 clearly exposed the vulnerabilities of financial firms whose business models ... http://blogs.law.harvard.edu/corpgov/2009/11/04/risk-management-lessons-from-the-global-banking-crisis/ (Editor's Note: This post is based on a Sullivan & Cromwell LLP client memorandum. The approach followed by the Federal Reserve was advocated in Regulating Bankers' Pay, a discussion paper by Lucian Bebchuk and Holger Spamann issued by the Program on Corporate Governance last spring, which was described in a ... http://blogs.law.harvard.edu/corpgov/2009/11/03/fed-proposes-incentive-compensation-policies-for-banking-organizations/ (Editor’s Note: The post below by Commissioner Aguilar is a transcript of his remarks at the Hofstra Investment Management Conference, omitting introductory and conclusory remarks; the complete transcript is available here. The views expressed in this post are those of Commissioner Aguilar and do not necessarily reflect those of the ... http://blogs.law.harvard.edu/corpgov/2009/11/03/creating-reform-that-is-sustainable-for-investors/ (Editor’s Note: This post is based on an op-ed piece published in today’s print edition of the Financial Times and is available here.) The UK is reviewing rules governing its civil justice system, including class actions. Lord Justice Jackson is expected to publish a report in the next few months that ... http://blogs.law.harvard.edu/corpgov/2009/11/02/a-costly-lesson-in-the-rule-of-loser-pays/