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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
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Changes to CalPERS Global Governance Principles
Over the past few years there has been a significant amount of attention to the issue of director tenure, particularly focused on the intersection between tenure and entrenchment and its impact on board diversity. On the one hand, certain stakeholders advocate for experience and continuity of culture and on the other, there is the fear […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board dynamics, Board independence, Board turnover, Boards of Directors, CalPERS, Director qualifications, Disclosure, Diversity, Entrenchment, Institutional Investors, Pension funds, Regulation S-K, Shareholder voting, Succession
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Reallocating State Pension Liabilities to Cities and Beyond
In an effort to increase the visibility of pension commitments, the Governmental Accounting Standards Board (GASB) Statement 68 beginning in 2015: 1) moved pension funding information from the footnotes of financial statements to the balance sheets of employers; and 2) required employers that participate in so-called “cost-sharing” plans to provide information regarding their share of […]
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Posted in Academic Research, Accounting & Disclosure, Legislative & Regulatory Developments
Tagged Accounting, Accounting standards, Debt, Debt-equity ratio, Disclosure, Financial reporting, GASB, Jurisdiction, Pension funds, Public finance, Retirement plans
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The Sovereign-Bank Diabolic Loop and ESBies
From 2009 to 2012, the euro area was roiled by financial crisis. In Greece, Ireland, Italy, Portugal, and Spain, perceptions of euro area sovereigns’ default risk shot up; banks approached insolvency and struggled to obtain funding. The “diabolic loop” between the credit risk of sovereigns and that of banks was a hallmark of the crisis. […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Empirical Research, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Bailouts, Bank debt, Banks, Bonds, Credit risk, Debt-equity ratio, Defaults, Diversification, EU, Europe, Financial crisis, Financial regulation, Liquidity, Sovereign debt, Systemic risk
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M&A Agreements and the Challenges of PRC Acquirors
Companies based in the People’s Republic of China have committed to over $100 billion of overseas acquisitions since January 1, 2016, including a number of high profile targets in the United States and Europe. [1] The ties of these buyers to governmental entities in the PRC, coupled with the unpredictability of the PRC government, and […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisition agreements, Antitrust, Arbitration, Break fees, China, Contracts, Cross-border transactions, Deal protection, International governance, Jurisdiction, Leveraged acquisitions, Merger litigation, Mergers & acquisitions, Private equity, Special purpose vehicles
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13 Observations about the SEC’s Enforcement Program
Over the last two months, the SEC issued two reports that provide useful perspectives on its enforcement program. In February, it issued the combined 136-page “FY 2017 Congressional Justification & FY 2015 Annual Performance Report and FY 2017 Annual Performance Plan.” In March, it issued its “SEC Accomplishments: April 2013–March 2016.” We glean the following […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Disgorgement, Investment advisers, Investor protection, Misconduct, SEC, SEC enforcement, SEC investigations, Securities damages, Securities enforcement, Securities regulation, Whistleblowers
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Rationalizing the Dodd-Frank Clawback
In Rationalizing the Dodd-Frank Clawback, recently made publicly available on SSRN, I analyze and critique the SEC’s proposed Dodd-Frank clawback. I explain that while the proposed clawback would reduce executives’ incentives to misreport, it is too broad. The economy and investors would be better served by a more narrowly targeted “smart” excess-pay clawback that focuses […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation, HLS Research, Securities Regulation
Tagged Accounting, Clawbacks, Compensation disclosure, Compensation regulation, Dodd-Frank Act, Executive Compensation, Executive performance, Financial reporting, Incentives, Management, Misconduct, Misreporting, Reporting regulation, Restatements, SEC, SEC rulemaking, SOX, SOX Section 304
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FinTech: New Regulatory Developments
On March 31, 2016, the Office of the Comptroller of the Currency (the “OCC”), the regulator of federally chartered national banks and savings associations, released a white paper that sets forth the OCC’s perspective on supporting responsible innovation in the federal banking system (the “White Paper”). The release of the White Paper represents the most […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Blockchain, CFPB, Consumer protection, Cybersecurity, Financial institutions, Financial regulation, Financial technology, Innovation, No-action letters, OCC, Oversight, Risk management, Tech companies
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Halliburton II: Presumption of Reliance
On April 12, 2016, in IBEW Local 98 Pension Fund v. Best Buy Co., Inc., [1] the Eighth Circuit interpreted and applied the Supreme Court’s decision in Halliburton Co. v. Erica P. John Fund, Inc. (“Halliburton II”), [2] which held that defendants have the right to rebut the fraud-on-the-market presumption of reliance created by Basic, […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Regulation
Tagged Basic, Class actions, Earnings announcements, Earnings disclosure, Fraud-on-the-Market, Halliburton, Information environment, Market efficiency, PSLRA, Reliance, Restatements, Shareholder suits, Stock mispricing, U.S. federal courts
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U.S. Executive Compensation: 2015 Recap, Developments & Trends
For public companies, boards of directors, and practitioners, 2015 was an eventful year in executive compensation. This post presents the key developments and trends we observed during 2015 and their implications for 2016 and beyond. In 2015, consistent with prior years, an overwhelming percentage of Russell 3000 companies obtained majority “Say-on-Pay” support. In 2015, Say-on-Pay […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Compensation committees, Compensation disclosure, Compensation ratios, Director compensation, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Institutional Investors, Pay for performance, Proxy advisors, Say on frequency, Say on pay, SEC, SEC rulemaking, Securities regulation
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