Harvard Law School is the law school of Harvard University, a private research university in Cambridge, Massachusetts. Founded in 1817, it is the oldest continuously operating law school in the United States.
Corporate governance is defined, described or delineated in diverse ways, depending on the writer's purpose. Writers focused on a disciplinary interest or context often adopt narrow definitions that appear purpose-specific. Writers concerned with regulatory policy in relation to corporate governance practices often use broader structural descriptions. A broad (meta) definition that encompasses many adopted definitions is "Corporate governance” describes the processes, structures, and mechanisms that influence the control and direction of corporations."
Columbia Law School is the law school of Columbia University, a private Ivy League university in New York City. Columbia Law is widely regarded as one of the most prestigious law schools in the world and has always ranked in the top five schools in the United States since the establishment of the law school rankings by U.S. News & World Report in 1987. Columbia Law is especially well known for its strength in corporate law and its placement power in the nation's elite law firms.
An activist shareholder is a shareholder who uses an equity stake in a corporation to put pressure on its management. A fairly small stake may be enough to launch a successful campaign. In comparison, a full takeover bid is a much more costly and difficult undertaking. The goals of activist shareholders range from financial to non-financial. Shareholder activists can address self-dealing by corporate insiders, although large stockholders can also engage in self-dealing to themselves at the expense of smaller minority shareholders.
Martin Lipton is an American lawyer, a founding partner of the law firm of Wachtell, Lipton, Rosen & Katz specializing in advising on mergers and acquisitions and matters affecting corporate policy and strategy. From 1958–1978 he taught courses on Federal Regulation of Securities and Corporation Law as a Lecturer and Adjunct Professor of Law at New York University School of Law.
Michael Cole "Mike" Jensen is an American economist who works in the area of financial economics. Between 2000 and 2009 he worked for the Monitor Company Group, a strategy-consulting firm which became "Monitor Deloitte" in 2013. He holds the position of Jesse Isidor Straus Professor of Business Administration, Emeritus, at Harvard University.
Joseph Grundfest is an American academic. He is the William A. Franke Professor of Law and Business at Stanford Law School and co-director of the Rock Center on Corporate Governance at Stanford University. He joined Stanford's faculty in 1990 after having served for more than four years as a Commissioner of the United States Securities and Exchange Commission, a position to which he was appointed by President Ronald Reagan.
Lynn M. LoPucki holds professorial positions at both UCLA School of Law as well as Harvard Law School. LoPucki is the Security Pacific Bank Professor of Law at the UCLA and the Bruce W. Nichols Visiting Professor of Law at the Harvard. LoPucki is a nationally recognized expert on bankruptcy and compiled a widely used research database on bankruptcy in the U.S. called Bankruptcy Research Database which forms the basis for a large portion of empirical academic research on bankruptcy.
Robert C. Clark is Harvard University Distinguished Service Professor, Emeritus and the Austin Wakeman Scott Professor of Law, Emeritus at Harvard Law School. He previously served as dean and professor of law at Harvard Law School from 1989 to 2003. Clark is recognized as a leading authority in corporate law and corporate governance.
Vikramaditya Khanna is a professor of law at the University of Michigan Law School, and the founding and current editor of the India Law Abstracts and the White Collar Crime Abstracts on the Social Science Research Network.
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size.
The Delaware Corporate and Commercial Litigation Blog serves as a free public resource for the latest developments in Delaware corporate and commercial law by providing summaries of key corporate and commercial court decisions from the Delaware Court of Chancery and Delaware Supreme Court. In addition to links to the actual opinions of the court, it provides links to commentary by leading scholars from around the United States on Delaware corporate law and alternative business entities.
Douglas Gordon Baird is an American legal scholar, the Harry A. Bigelow Distinguished Service Professor and a former dean of the University of Chicago Law School. He joined the faculty in 1980 and served as the dean from 1994-1999. He is a leader in the field of bankruptcy law.
Kent Greenfield is an American lawyer, Professor of Law and Law Fund Research Scholar at Boston College, and frequent commentator to The Huffington Post. He is the author of The Myth of Choice: Personal Responsibility in a World of Limits and The Failure of Corporate Law: Fundamental Flaws and Progressive Possibilities, published by University of Chicago Press in 2006, and scholarly articles. He is best known for his "stakeholder" critique of the conventional legal doctrine and theory of corporate law, and for his leadership in a legal battle between law schools and the Pentagon over free speech and gay rights.
Robert J. Jackson Jr. is an American lawyer and academic. He currently serves as a professor of law at New York University School of Law, where he is on public service leave. Jackson's research emphasizes the empirical study of executive compensation and corporate governance matters. On September 1, 2017, the White House announced that President Donald Trump had nominated Jackson to fill the open Democratic seat on the U.S. Securities and Exchange Commission (SEC). Jackson was unanimously approved by the Senate Banking Committee for the seat, and thereafter unanimously confirmed by the United States Senate on December 21, 2017.
Bradley J. Bondi is an American lawyer, law professor and partner at Cahill Gordon & Reindel, where he is the Chair of the firm's White Collar and Government Investigations Practice Group. He has also served on the executive staff of the Securities and Exchange Commission (SEC) and he was appointed to the Financial Crisis Inquiry Commission (FCIC) in the wake of the 2007-2008 financial crisis to investigate its causes.
The Harvard Business Law Review (HBLR) is a bi-annual legal journal published at Harvard Law School. It is one of the nation's premier sources for legal thought and analysis on subjects including: corporate governance, securities law, capital markets, financial regulation and institutions, financial distress and bankruptcy, and related subjects. Authors published in the journal include leading scholars, practitioners, and policymakers in their respective fields.
Jennifer Taub is a law professor, advocate, and commentator focusing on corporate governance, financial market regulation, and white collar crime.
David H. Webber is the author of The Rise of the Working Class Shareholder: Labor's Last Best Weapon and Associate Dean for Intellectual Life at Boston University School of Law, where he writes about shareholder activism and litigation.
Trading shareholder votes is the practice of exchanging one's shareholder votes in corporate elections for cash or other forms of payment. Trades may involve multiple shareholders with varying interests in corporate matters, but may be of particular value to activist investors or a company's board of directors. Several high-profile cases of vote trading have occurred throughout recent history in the United States, most notably Hewlett v. Hewlett-Packard Company in April 2002. In writing the ruling for that case, Chancellor William B. Chandler III of the Delaware Court of Chancery noted, "Shareholders are free to do whatever they want with their votes, including selling them to the highest bidder." Shareholder votes may be considered fundamentally different from political votes in the sense that political votes are often guaranteed as inalienable rights, while no such condition applies to shareholder votes. Similar to trading votes, proxy voting is when a voter appoints another person to vote on their behalf, the difference being whether an explicit economic value transaction accompanies the appointment or not.
