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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
- 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
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Equity is Cheap for Large Financial Institutions: The International Evidence
In countries around the world, governments and regulators are commonly perceived by market participants to offer special protections to the depositors, bondholders, and other creditors of large financial institutions in times of financial distress. A key question is whether these implicit and explicit government guarantees—collectively referred to as “Too Big to Fail (TBTF)”—also protect the […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Bailouts, Banks, Deposit insurance, Equity capital, Failed banks, Financial crisis, Financial institutions, Financial regulation, Investor protection, Legal systems, SIFIs, Stock performance, Stock returns, Too big to fail
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The JOBS Act: Did It Accomplish Its Goals?
In the wake of the 2008 financial crisis, Congress created the Jumpstart Our Business Startups Act (JOBS Act) to encourage capital formation in order to grow businesses, create jobs and spur economic activity. Congress and the Securities and Exchange Commission (SEC) continue to monitor and update the JOBS Act rules to further achieve this goal. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Audits, Capital formation, Crowdfunding, Disclosure, Investor protection, IPOs, JOBS Act, Regulation D, Regulation S-K, SEC, Securities regulation, Small firms, Solicitation
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Does Fiduciary Duty to Creditors Reduce Debt-Covenant Avoidance Behavior?
Financial reports should provide useful information to both shareholders and creditors, according to U.S. accounting principles. However, directors of corporations have fiduciary duties toward equity holders only. In our paper, Does Fiduciary Duty to Creditors Reduce Debt-Covenant Avoidance Behavior?, we examine whether this slant in corporate governance biases financial reports in favor of equity investors. In […]
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Posted in Academic Research, Accounting & Disclosure, Bankruptcy & Financial Distress, Empirical Research
Tagged Bankruptcy, Board independence, Boards of Directors, Covenants, Debt, Debt contracts, Debtor-creditor law, Fiduciary duties, Financial reporting
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Empire of the Fund: The Way We Save Now
In my book, Empire of the Fund: The Way We Save Now, just published by Oxford University Press, I examine the challenges to our new system of individual investing. More pointedly, the book is an attempt to consider the possible consequences of a failure of our large national experiment with personal finances. Over the past […]
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Posted in Academic Research, Financial Regulation, Institutional Investors, Securities Regulation
Tagged ERISA, Financial regulation, Institutional Investors, Investment advisers, Investment Company Act, Mutual funds, Pension funds, Retirement plans, SEC, Securities regulation
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Does Dodd-Frank Affect OTC Transaction Costs and Liquidity?
In our article, Does Dodd-Frank Affect OTC Transaction Costs and Liquidity? Evidence from Real-Time CDS Trade Reports, recently published in the Journal of Financial Economics, we use real-time trade reports made available by post-financial crisis reforms to examine the trading costs and liquidity of index credit default swaps (CDSs), an important class of OTC derivatives. […]
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Posted in Academic Research, Empirical Research, Financial Regulation
Tagged Capital markets, CFTC, Credit default swaps, Derivatives, Dodd-Frank Act, Financial reform, Financial regulation, Liquidity, OTC derivatives, Reporting regulation, Transparency
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Consolidated Audit Trail: The CAT’s Out of the Bag
The SEC recently released a plan to establish a Consolidated Audit Trail (CAT), one of the world’s largest data repositories that will contain a complete record of all equities and options traded in the US. [1] The plan will require national securities exchanges and FINRA (SROs), alternative trading systems (ATSs), and broker-dealers (collectively, CAT Reporters) […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Audit trail, Audits, Broker-dealers, Capital markets, Disclosure, Financial reporting, Financial technology, Oversight, SEC, Securities regulation
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The Investor-Savvy Board
With mounting activist pressure and the increasing “activation” of large institutional investors continuing to transform corporate governance in the United States and many markets around the world, boards have had no choice but to become more investor savvy. We have seen this trend firsthand in our work with boards, as well as in conversations with […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board communication, Board leadership, Boards of Directors, Director qualifications, Engagement, Investor horizons, Long-Term value, Management, Regulation FD, Shareholder activism
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The Impact of Merger Legislation on Bank Mergers
How do changes in merger control legislation affect merger activity in the banking sector? This is the question we investigate in our new research paper, The Impact of Changes in Merger Control Legislation on Bank Mergers. Using data on bank mergers and acquisitions in Europe, we find evidence that stricter merger control laws lead to […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Financial Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Antitrust, Banks, Europe, Financial institutions, Financial regulation, International governance, Market efficiency, Market reaction, Mergers & acquisitions, Systemic risk
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Weekly Roundup: July 8–July 14, 2016
Deposit Insurance: Savior or Subsidy? Posted by Charles Calomiris, Columbia Business School, on Friday, July 8, 2016 Tags: Adverse selection, Bank debt, Banks, Capital requirements, Deposit insurance, FDIC, Financial institutions,Financial regulation, Insurance regulation, Liquidity, Moral hazard, Mortgage lending, Public interest, Risk-taking,Systemic risk Shareholder Proposal Developments During the 2016 Proxy Season Posted by Elizabeth Ising, Gibson, […]
Click here to read the complete postFour Takeaways from Proxy Season 2016
Active—not just activist—institutional investors are reshaping the corporate governance landscape and challenging how boards think about fundamental issues such as strategy, risk, capital allocation and board composition. Large asset managers are increasingly outspoken on governance expectations and urging companies to think long term—and also making clear that they view corporate governance not as a compliance […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, Engagement, ESG, Executive Compensation, Institutional Investors, Proxy access, Proxy disclosure, Proxy season, Say on pay, Shareholder proposals, Succession
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