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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
SEC Proposes “Pay Versus Performance” Rule
On April 29, 2015, a divided Securities and Exchange Commission proposed requiring U.S. public companies to disclose the relationship between executive compensation and the company’s financial performance. [1] The proposed “pay versus performance” rule, one of the last Dodd-Frank Act rulemaking responsibilities for the SEC, mandates that a company provide, in any proxy or information […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Disclosure, Dodd-Frank Act, Executive Compensation, Executive performance, Pay for performance, SEC, SEC rulemaking, Securities regulation
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Remarks at the 4th Annual Fixed Income Conference
This conference is one stop on a bit of a tour I have been on lately, speaking with academics around the country. In each of those conferences, meetings, and other events I have been encouraging increased dialogue between academic researchers and the SEC. Just last month, I spoke to a group of equity market microstructure […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Bonds, FINRA, Liquidity, Municipal securities, Risk, SEC, Securities regulation, Systemic risk
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2015 Spin-Off Guide
A spin-off involves the separation of a company’s businesses through the creation of one or more separate, publicly traded companies. Spin-offs have been popular because many investors, boards and managers believe that certain businesses may command higher valuations if owned and managed separately, rather than as part of the same enterprise. An added benefit is […]
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Posted in Practitioner Publications
Tagged Public firms, Spinoffs
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Why Run Away from the Evidence?
Back in September 2013, Lucian Bebchuk, Alon Brav and Wei Jiang posted Don’t Run Away from the Evidence: A Reply to Wachtell Lipton on this blog as a means to rebut the criticism they received on an early draft of their empirical study, The Long-Term Effects of Hedge Fund Activism. In a nutshell, their empirical […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Bebchuk-Brav-Jiang study, Boards of Directors, Corporate governance, Hedge funds, Lucian Bebchuk, Shareholder activism, Wachtell Lipton
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Proposed Rule on Pay Versus Performance
Executive compensation and its relationship to the performance of a company has been an important issue since the first proxy rules were promulgated by the Commission nearly 80 years ago. The first tabular disclosure of executive compensation appeared in 1943, and over the years, the Commission has continued to update and overhaul the presentation and […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Compensation disclosure, Disclosure, Dodd-Frank Act, Executive Compensation, Executive performance, Pay for performance, SEC rulemaking, Securities regulation
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The SEC as the Whistleblower’s Advocate
I am very honored to address the Garrett Institute, one of the most important programs in the country for corporate and securities lawyers, and to be in David’s home territory of Northwestern Law School where he served as Dean before going on to serve as a very distinguished Chairman of the SEC in the late […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Speeches & Testimony
Tagged Compliance & ethics, Corporate fraud, Dodd-Frank Act, Misconduct, SEC, SEC enforcement, Securities enforcement, Transparency, Whistleblowers
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SEC Broadens Focus on and Requirements for 13D Amendment Disclosure
The SEC recently announced settlements of charges against insiders relating to three different going private transactions. The settlement orders (the “Orders”) reflect a general increased focus by the SEC on insiders’ compliance with Schedule 13D amendment requirements in connection with going private transactions (and possibly other extraordinary transactions), as well as possibly expanded requirements for […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Beneficial owners, Disclosure, Going private, Mergers & acquisitions, Schedule 13D, SEC, SEC enforcement
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SEC Releases Proposed Rules on Dodd-Frank Pay vs. Performance Disclosure Rule
On April 29, 2015, the SEC released proposed rules under Section 953(a) of the Dodd-Frank Act, regarding required proxy and other information statement disclosure of the relationship between executive compensation actually paid by a company, and the company’s financial performance. The proposed rules are subject to public comments for 60 days following their publication in […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged CD&A, Compensation disclosure, Dodd-Frank Act, Executive performance, Management, Pay for performance, Proxy materials, SEC, SEC rulemaking
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Fixing Public Sector Finances: The Accounting and Reporting Lever
Detroit’s bankruptcy highlighted the precarious financial situation of many states, cities, and other localities (collectively referred to as municipalities). In an article just published in the UCLA Law Review, we argue that part of the blame for this situation lies with the outdated and ineffective financial reporting regime for public entities and that fixing this […]
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Posted in Academic Research, Accounting & Disclosure, Bankruptcy & Financial Distress, HLS Research, Institutional Investors, Securities Regulation
Tagged Accounting, Debt, Financial reporting, Institutional Investors, Municipal securities, Pension funds, Public finance, SEC
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