Archive for March, 2011

The Rock Center Program for Journalists: A Primer in Corporate Governance brings together a small group of media fellows, selected from leading writers in business and finance, to attend an educa­tional event in New York City, June 7-8, 2011.

Media fellows will gain a deeper understanding of corporate governance, accounting, and finance, while learning from distinguished faculty and invited practitioners. Fellows will leave the program with a better knowledge enabling them to ask the tough questions and write better stories.

In addition, fellows will receive scholarships ($6,950 retail price) to attend, at their option, the 2011 Stanford Rock Center Directors’ College (June 19-21, 2011 at Stanford Law School).

The deadline for nominations is Friday, May 6, 2011. A panel of judges will review the entries and select the media fellows. The winners will be contacted starting Monday, May 9, 2011.

CLICK HERE to apply or nominate other candidates for selection as a Rock Center media fellow.

PowerPoint presentations are provided for general learning and teaching purposes:

• Executive Compensation and Incentives

You can find more of this type of research material on our website: http://www.gsb.stanford.edu/cgrp/

These free presentations are provided for general learning and teaching purposes.

• General Introduction to Corporate Governance
   
• International Corporate Governance
   
• Board of Directors: Duties & Liabilities
   
• Board of Directors: Selection, Compensation, and Removal
   
• Board of Directors: Structure and Consequences
   
• CEO Succession Planning (PDF )
  Presentation by David Larcker, Professor, Stanford Graduate School of Business and Director of the Rock Center for Corporate Governance, and Stephen Miles, Vice Chairman, Heidrick & Struggles.
   
• Organizational Strategy, Business Models, and Risk Management
   
• Labor Market for Executives and CEO Succession Planning

Sixth Annual Morrison & Foerster Lectureship in honor of Marshall L. Small, BA ’49, JD ’51
featuring William B. Chandler III, Chancellor, Delaware Court of Chancery

Thursday March 31, 2011
6:00 pm Lecture
7:00 pm Reception
Paul Brest Hall, Munger Graduate Residence (map)

This event is free and open to the public. Please RSVP by clicking here

About the event: The lecture will explain the development of Delaware corporate law as a form of “Socratic Dialogues” – essentially, a series of on-going conversations between the Delaware legislature, the Court of Chancery, corporate actors and their attorneys, academics, and the Delaware Supreme Court. This ongoing dialogue allows Delaware to be responsive to the fast-changing circumstances of corporate transactions and governance, and ultimately results in the balanced development of our common law.

About the speaker: William B. Chandler III was first appointed Chancellor of the Delaware Court of Chancery in 1997, where he had served as Vice Chancellor since 1989. On June 30, 2009, he was reappointed to another 12 year term as Chancellor. Before his appointment to the Court of Chancery, the Chancellor served as Resident Judge of the Delaware Superior Court from 1985 to 1989.

The Financial Crisis Inquiry Report (and Announcement of Stanford Rock Center Hosting New FCIC Website)
Date: April 4, 2011 from 5:30 pm – 7:30 pm
Click here to RSVP for this event.

featuring Phil Angelides, FCIC Chairman; John W. Thompson, FCIC Commissioner; and Joseph Grundfest, Stanford Law School

About the Event: The Financial Crisis Inquiry Commission was created to “examine the causes of the current financial and economic crisis in the United States.” The Commission presented a Report intended to provide a historical accounting of what brought the US financial system and economy to a precipice and to help policy makers and the public better understand how this calamity came to be. The independent, 10-member panel was composed of private citizens with experience in areas such as housing, economics, finance, market regulation, banking, and consumer protection. Six members of the Commission were appointed by the Democratic leadership of Congress and four members by the Republican leadership.

In the course of its research and investigation, the Commission reviewed millions of pages of documents, interviewed more than 700 witnesses, and held 19 days of public hearings in New York, Washington, D.C., and communities across the country that were hard hit by the crisis. The Commission also drew from a large body of existing work about the crisis developed by congressional committees, government agencies, academics, journalists, legal investigators, and many others.

The Report is not the sole repository of what the panel found. A website, www.fcic.gov, soon to be hosted by the Stanford Rock Center for Corporate Governance, will host a wealth of information beyond the Report. It contains a stockpile of materials—including documents and emails, video of the Commission’s public hearings, testimony, and supporting research—that can be studied for years to come.

About the Speakers:

Phil Angelides, Chairman of Financial Crisis Inquiry Commission, has earned national acclaim as an effective public and private sector leader with accomplishments and broad expertise in the fields of investor protection, finance, housing, and corporate and financial market reform. Mr. Angelides is currently President of Riverview Capital Investments which focuses on sustainable urban development and clean energy projects. From 1999 to 2007, he served as California’s State Treasurer.

John W. Thompson, Commissioner of the Financial Crisis Inquiry Commission, is Chairman of the Board at Symantec Corporation. During his 10-year tenure as CEO, he helped transform Symantec into a leader in security, storage, and systems management solutions.

Joseph Grundfest, W. A. Franke Professor of Law and Business at Stanford Law School, is a former Commissioner of the S.E.C. and a nationally prominent expert on capital markets, corporate governance, and securities litigtation. His scholarship has been published in the Harvard, Yale, and Stanford law reviews. Prof. Grundfest is a Senior Faculty of the Arthur and Toni Rembe Rock Center for Corporate Governance.

Registration Information: This event is open to the public and registration is complimentary, but required. Click here to RSVP for this event.

Corporate Governance and the Information Content of Insider Trades (SSRN)
Authors: Alan D. Jagolinzer, Leeds School of Business, University of Colorado; David F. Larcker
Stanford University – Graduate School of Business; Daniel J. Taylor, University of Pennsylvania – The Wharton School
Date: March 2011

Abstract:
Most corporate governance research focuses on the behavior of chief executive officers, board members, institutional shareholders, and other similar parties. Little research focuses on the impact of executives whose primary responsibility is to enforce and shape corporate governance inside the firm. This study examines the role of the general counsel in mitigating informed trading by corporate insiders. We find that insider trading profits and the predictive ability of insider trades for future operating performance are generally higher when insiders trade within firm-imposed restricted trade windows. However, when general counsel approval is required to execute a trade, insiders’ trading profits and the predictive ability of insider trades for future operating performance are substantively lower. Thus, when given the authority, it appears the general counsel can effectively limit the extent to which corporate insiders use their private information to extract rents from shareholders.

Keywords: corporate governance, insider trading, insider trading policies, general counsel, restricted trade windows

Journal of Financial Economics
Article in Press, Accepted Manuscript Available online 10 March 2011.
Authors: David F. Larcker^{a, ,} , Gaizka Ormazabal^a, and Daniel J. Taylor^b,