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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
Bankruptcy Versus Bailout of Socially Important Non-Financial Institutions
Systemically important financial institutions are broadly considered to pose a risk to the entire economy upon failure. Thus governments act upon their failure, providing them with an implied insurance policy for ongoing liquidity. Yet governments frequently provide de facto liquidity insurance for non-financial institutions as well. For example, recently in the U.K., 35 hospital trusts […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Financial Crisis
Tagged Bailouts, Bankruptcy, Corporate governance, Distressed companies, Financial crisis, Financial policies, Financial regulation, Liquidity, Moral hazard, SIFIs, Social capital, Systemic risk, Too big to fail
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ISS and Glass Lewis Updated 2016 Voting Policies
ISS and Glass Lewis have released updates to their proxy voting policies for the 2016 proxy season. [1] ISS has also modified its QuickScore 3.0 Technical Document and Equity Plan Scorecard. [2] In this post we provide guidance for U.S. public companies on addressing these developments.
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Disclosure, Environmental disclosure, Executive Compensation, Glass Lewis, Institutional Investors, IPOs, ISS, Overboarding, Proxy access, Proxy advisors, QuickScore, REITs, Rule 14a-8, Shareholder proposals
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Information, Analysts, and Stock Return Comovement
Stocks followed by more analysts should be priced more accurately, yet their returns are unusually prone to co-move with market and industry indexes. Stocks that co-move more are often thought to be related to herding. This is because more informed trading ought to make a firm’s stock price move with the changing fortunes of that […]
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Posted in Academic Research, Empirical Research
Tagged Earnings announcements, Forecasting, Information asymmetries, Information environment, Market reaction, Peer effects, Public perception, Stock analysts, Stock mispricing, Stock performance, Stock returns
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The Dutch Poison Pill: How is it Different from an American Rights Plan?
During the spring and summer of this year, the so-called “Dutch Poison Pill” made it to the front pages of the business sections of The New York Times [1] and The Wall Street Journal. [2] The Dutch Poison Pill received this extraordinary attention because of its use by Mylan N.V. (“Mylan”), a NASDAQ-quoted Dutch public […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Court Cases, International Corporate Governance & Regulation, Mergers & Acquisitions, Securities Regulation
Tagged Boards of Directors, International governance, Merger litigation, Mergers & acquisitions, Netherlands, Poison pills, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder rights, Shareholder suits, Shareholder voting, Takeover defenses, Takeovers
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Insider Trading and Innovation
In our paper, Insider Trading and Innovation, which was recently made publicly available on SSRN, we investigate the impact of restricting insider trading on the rate of technological innovation. Our research is motivated by two literatures: the finance and growth literature stresses that financial markets shape economic growth and the rate of technological innovation, and […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Information environment, Innovation, Insider trading, International governance, Legal systems, Liquidity, Market efficiency, Patents, Securities enforcement, Securities regulation
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SEC Guidance on Voting During M&A Transactions
On October 27, 2015, the Division of Corporation Finance of the SEC modified Section 201 of its Question and Answer guidance regarding SEC Rule 14a-4(a)(3) to require that if a material amendment to an acquiror’s organizational documents would require shareholder approval under state law, stock exchange rules or otherwise if presented on a standalone basis, […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Charter & bylaws, Mergers & acquisitions, Proxy voting, Reorganizations, SEC, SEC rulemaking, Securities regulation, Shareholder rights, Shareholder voting, State law, Takeovers
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The Fed’s Finalized Liquidity Reporting Requirements
On November 13th, the Federal Reserve Board (FRB) finalized liquidity reporting requirements for large US financial institutions and US operations of foreign banks (FBOs). [1] The requirements were proposed last year and are intended to improve the FRB’s monitoring of the liquidity profiles of firms that are subject to the liquidity coverage ratio (LCR) [2] […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accounting, Banks, Compliance & ethics, Compliance and disclosure interpretation, Federal Reserve, Financial institutions, Financial regulation, Financial reporting, Foreign banks, G-SIB, International governance, Liquidity, Risk management, SIFIs
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Does Majority Voting Improve Board Accountability?
Directors have traditionally been elected by a plurality of the votes cast (the Plurality Voting Rule or PVR). This means that the candidates who receive the most votes are elected, even if a candidate does not receive a majority of the votes cast. Indeed, in uncontested elections, a candidate who receives even a single vote […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Accountability, Boards of Directors, Council of Institutional Investors, Director nominations, Institutional Investors, ISS, Majority voting, Plurality Voting, Shareholder activism, Shareholder elections, Shareholder voting, Uncontested elections
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