-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
The Prudent Investor Rule and Market Risk
In a new working paper, entitled “The Prudent Investor Rule and Market Risk: An Empirical Analysis,” we examine fiduciary management of market risk. The backdrop for our study is a law reform that was meant to overcome a long tradition in fiduciary investment of equating stock with speculation. By focusing categorically on risk avoidance, traditional […]
Click here to read the complete post
Posted in Academic Research, HLS Research
Tagged Diversification, Fiduciary duties, Prudence, Risk, Risk management, Trusts
Comments Off on The Prudent Investor Rule and Market Risk
Expanding Oversight: SEC Proposes Amendments to Rule 15b9-1
On March 25, 2015, the Securities and Exchange Commission (“SEC” or “Commission”) proposed an amendment to Rule 15b9-1 (the “Proposal”) under the Securities Exchange Act of 1934 (“Exchange Act”) that, if adopted, would close an historical exception to the general requirement that registered broker-dealers must become members of a registered national securities association (“Association”), effectively, […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Exchange Act, FINRA, Proprietary trading, SEC, SEC rulemaking, Securities regulation
Comments Off on Expanding Oversight: SEC Proposes Amendments to Rule 15b9-1
Conduct of Business Regulation: A Survey and Comparative Analysis
Although recent regulation and scholarship has focused on the financial stability and solvency of financial institutions, the business conduct of these institutions remains an issue of abiding regulatory concern. In a my chapter “Conduct of Business Regulation,” which is in the forthcoming Oxford Handbook of Financial Regulation, I provide a survey and comparative analysis of […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Australia, Broker-dealers, Conflicts of interest, EU, Europe, Fiduciary duties, Intermediaries, International governance, Investment advisers, Legal systems
Comments Off on Conduct of Business Regulation: A Survey and Comparative Analysis
Regulators Working Together to Serve Investors
It is my honor to deliver the opening remarks for today’s [April 14, 2015] North American Securities Administrators Association (“NASAA”) and Securities and Exchange Commission (“SEC”) 19(d) Conference. For those who are keeping count, this is my seventh year as the SEC’s liaison to NASAA. It has been a privilege to serve you in this […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Investor protection, Regulation A, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Securitization
Comments Off on Regulators Working Together to Serve Investors
Market (In)Attention and the Strategic Scheduling and Timing of Earnings Announcements
In our paper, Market (In)Attention and the Strategic Scheduling and Timing of Earnings Announcements, forthcoming in the Journal of Accounting and Economics, we revisit a long-standing but still unresolved question: do managers “hide” bad earnings news by announcing during periods of low market attention? Or, conversely: do managers “highlight” good earnings news by announcing earnings […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Earnings announcements, Earnings disclosure, Management, Market reaction, Market timing
Comments Off on Market (In)Attention and the Strategic Scheduling and Timing of Earnings Announcements
Do Proxy Advisors Say On Pay Voting Policies Improve TSR?
The vast majority—98%—of companies have passed their annual say on pay votes (SOP) over the past four years. Proxy advisor voting recommendations remain highly influential on these votes, and many companies, perhaps hundreds, have changed the structure of their executive pay programs to try to comply with proxy advisor policies and to obtain a “FOR” […]
Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Executive Compensation, ISS, Proxy advisors, Say on pay, Shareholder value
Comments Off on Do Proxy Advisors Say On Pay Voting Policies Improve TSR?
Financial Innovation and Governance Mechanisms
Financial innovation has fundamental implications for the key substantive and information-based mechanisms of corporate governance. My new article, Financial Innovation and Governance Mechanisms: The Evolution of Decoupling and Transparency (forthcoming in Business Lawyer, Spring 2015) focuses on two phenomena: “decoupling” (e.g., “empty voting,” “empty crediting,” and “hidden [morphable] ownership”) and the structural transparency challenges posed […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Securities Regulation
Tagged Disclosure, Empty voting, Hidden ownership, Information asymmetries, Information environment, Intermediaries, SEC, Securities regulation, Shareholder voting, Transparency
Comments Off on Financial Innovation and Governance Mechanisms
SEC Implements Dodd-Frank Reporting and Dissemination Rules for Security-Based Swaps
Implementation of the derivatives market reforms contained in Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) may fairly be characterized as a herculean effort. The Commodity Futures Trading Commission (CFTC) has finalized dozens of new rules to implement Title VII’s provisions governing “swaps.” Although Title VII requires […]
Click here to read the complete post
Posted in Accounting & Disclosure, Derivatives, Practitioner Publications, Securities Regulation
Tagged CFTC, Derivative disclosure, Derivatives, Disclosure, Dodd-Frank Act, Reporting regulation, SEC, SEC rulemaking, Swaps, Swaps entities
Comments Off on SEC Implements Dodd-Frank Reporting and Dissemination Rules for Security-Based Swaps
Are Companies Setting Challenging Target Incentive Goals?
Do companies set appropriately challenging goals in their incentive plans? How does a compensation committee determine whether management is recommending challenging goals? How important are earnings guidance and analyst expectations in goal setting? Are more challenging goals achieved as frequently as less challenging goals? How much are annual incentive payouts increased by the achievement of […]
Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Incentives, Market reaction, Pay for performance, Payouts, Shareholder value, Stock returns
Comments Off on Are Companies Setting Challenging Target Incentive Goals?
Freedom of Establishment for Companies
I recently posted my forthcoming book chapter, Centros, the Freedom of Establishment for Companies, and the Court’s Accidental Vision for Corporate Law (forthcoming in EU Law Stories, Fernanda Nicola & Bill Davies eds., Cambridge University Press 2015) on SSRN. This chapter attempts to tell a short intellectual history of the debate about free choice in […]
Click here to read the complete post
Posted in Academic Research, Court Cases, International Corporate Governance & Regulation
Tagged Corporate forms, EU, Europe, Incorporations, International governance, Legal systems, UK
Comments Off on Freedom of Establishment for Companies