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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Another “Choice” for Bank Regulatory Reform?
[In] November 2016, we noted that the Financial CHOICE Act proposed by Rep. Jeb Hensarling was only the beginning. While many eyes continued to be fixed on the House Financial Services Committee and the much anticipated CHOICE Act 2.0, on Monday, March 13, FDIC Vice Chairman Thomas Hoenig made a regulatory reform proposal of his […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Capital markets, CHOICE Act, Derivatives, Dodd-Frank Act, Donald Trump, FDIC, FHCs, Financial institutions, Financial reform, Financial regulation, Investment banking, Swaps
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Are Large Banks Valued More Highly?
In Are Large Banks Valued More Highly?, we investigate whether the value of large banks, defined as banks with assets in excess of the Dodd-Frank threshold for enhanced supervision ($50 billion in 2010 constant dollars), increases with the size of their assets, using Tobin’s q and market-to-book as our valuation measures. There is a widely-held […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Bailouts, Banks, Capital requirements, Financial crisis, Financial institutions, Financial regulation, Firm valuation, Incentives, Liquidity, SIFIs, Stress tests, Systemic risk, Too big to fail
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The Americas – 2017 Proxy Season Preview
Proxy season is in full swing in Latin America, and is just beginning to heat up in Canada and the United States, and some early trends are already becoming evident across the Americas. Interestingly, there seems to be a slow but potent convergence of the governance world, composed of so many individual markets, as investor […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Canada, Executive Compensation, International governance, Proxy access, Proxy season, Securities regulation, Shareholder activism, Shareholder rights, Transparency, Wells Fargo
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Did Say-on-Pay Reduce or “Compress” CEO Pay?
In the Dodd-Frank Act legislation after the 2008 Financial Crisis, the inclusion of shareholder SOP voting was driven by bipartisan Congressional support to “control executive compensation…” at corporations. In 2009, a former SEC chief accountant said, “Executive compensation at this point in time has gotten woefully out of hand… The time to adopt ‘say on […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Dodd-Frank Act, Executive Compensation, Incentives, Institutional Investors, Management, Say on pay, Securities regulation, Shareholder voting
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Does the Market Value Professional Directors?
Professional directors, as often defined by academics and practitioners, are independent directors whose only vocation consists of serving as corporate directors on one or more boards. Such directors hold no other full-time employment. Currently, over 84 percent of corporate boards include at least one professional director. Since the 1970’s academics across disciplines have argued that […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Agency costs, Agency model, Board composition, Board independence, Boards of Directors, Director qualifications, Firm performance, Form 8-K, Management, Market reaction, Shareholder value
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New York Cybersecurity Regulations for Financial Institutions Enter Into Effect
While the New York Cybersecurity Regulations represent a softening in key respects from the requirements set forth in the initial proposal, the regulations impose minimum standards that exceed existing federal standards and introduce new requirements, including obligations to critically evaluate cybersecurity practices to ensure compliance, maintain detailed documentation demonstrating compliance and report cyber events to […]
Click here to read the complete postCorporate Governance Update: Preparing for and Responding to Shareholder Activism in 2017
Activist investors are taking advantage of favorable conditions in the 2017 market environment to further their activist agendas. Activists have an estimated $243 billion in assets under management and are eager to recoup losses from 2016, when the S&P 500 outperformed activist funds as a whole. Companies should review their overall preparedness, take a close […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, Firm performance, Fund managers, Hedge funds, Institutional Investors, Management, Market conditions, Shareholder activism, Target firms
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Is the American Public Corporation in Trouble?
In his famous 1989 Harvard Business Review article predicting the demise of the public corporation, Jensen argues that public companies are inefficient organizational forms because private firms can better resolve agency conflicts between investors and managers. His prediction initially appeared to be invalid. The number of public firms increased sharply in the years following the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting standards, Agency costs, Capital allocation, Capital structure, Cash flows, Dividends, Equity offerings, Firm performance, IPOs, Leverage, Ownership structure, Payouts, Private firms, Public firms, R&D, Repurchases
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Weekly Roundup: March 17–23, 2017
Financial Crisis, Corporate Governance, and Bank Capital Posted by Sanjai Bhagat, University of Colorado Boulder, on Friday, March 17, 2017 Tags: Agency costs, Banks, Capital requirements, CHOICE Act, Dodd-Frank Act, Executive Compensation, Financial crisis, Financial institutions, Financial regulation, Incentives, Leverage, Liquidity, Management, Mortgage lending, Risk oversight, Risk-taking, Systemic risk, Too big to fail BlackRock’s 2017-2018 […]
Click here to read the complete postThe “Corporate Governance Misalignment” Problem
On March 9, 2017, the SEC’s Investor Advisory Committee (“IAC”) held an open meeting to discuss, among other things, unequal voting rights of common stock. I was one of four presenters to the IAC, and my presentation focused on how what I call the “corporate governance misalignment” has led many successful companies, especially technology companies, […]
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Posted in Comparative Corporate Governance & Regulation, Institutional Investors, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Delaware law, Dual-class stock, Economic alignment, Fund managers, Incentives, Innovation, Institutional Investors, Long-Term value, R&D, SEC, Securities regulation, Shareholder value, Short-termism, Tech companies
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