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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
Revisiting Executive Pay in Family-Controlled Firms
In our paper, Revisiting Executive Pay in Family-Controlled Firms, which was recently made publicly available on SSRN, we reexamine executive pay in family-controlled firms and challenge the findings in the existing literature. According to the prior literature, family executives of family-controlled firms receive lower compensation than non-family executives. Using 82 family-controlled firms in the U.S. […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Business groups, Closely-held corporations, Common ownership, Dividends, Executive Compensation, Korea, Management, Social capital
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Successful Motions to Dismiss Securities Class Actions in 2014
Motions to dismiss have been called “the main event” in securities class actions. They are filed in over 90% of securities class actions and they result in dismissal close to 50% of the time they are filed. In contrast, out of 4,226 class actions filed between 1995 and 2013, only 14 were resolved through a […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Exchange Act, Section 10(b), Securities Act, Securities litigation
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Operational Risk Capital: Nowhere to Hide
The Basel Committee on Banking Supervision (BCBS) last month proposed revisions to its operational risk capital framework. The proposal sets out a new standardized approach (SA) to replace both the basic indicator approach (BIA) and the standardized approach (TSA) for calculating operational risk capital. In our view, four key points are worth highlighting with respect […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Financial institutions, Financial regulation, Foreign banks, International governance, Risk assessment
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Are Securities Lawyers Stuck in a Time Warp?
“[T]he fact that a federal statute has been violated and some person harmed does not automatically give rise to a private cause of action in favor of that person.” —Touche Ross & Co. v. Redington, 442 U.S. 560, 568, 99 S.Ct. 2479, 61 L.Ed.2d 82 (1979). In June 2008, I posted a short piece on […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Derivative actions, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits
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ISS and Glass Lewis Voting Guidelines for 2015 Proxy Season
ISS and Glass Lewis, two influential proxy advisory firms, have both released updates to their policies that govern recommendations for how shareholders should cast their votes on significant ballot items for the 2015 proxy season, including governance, compensation and environmental and social matters. ISS policy updates are effective for annual meetings after February 1, 2015. […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Glass Lewis, ISS, Proxy advisors, Proxy season, Proxy voting, Shareholder voting
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Corporate Investment and Stock Market Listing: A Puzzle?
Economists have long worried that a stock market listing can induce short-termist pressures that distort the investment decisions of public firms. Back in 1985 Narayanan wrote in the Journal of Finance that “American managers tend to make decisions that yield short-term gains at the expense of the long-term interests of the shareholders.” More recently, a […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, IPOs, Management, Private firms, Public firms, Short-termism, Stock performance
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Justice Department Fines Unsuccessful Merger Parties for “Gun Jumping”
On November 7, 2014, the Antitrust Division of the U.S. Department of Justice brought a lawsuit against Flakeboard America Limited, its foreign parents, and SierraPine, charging that Flakeboard exercised operational control over SierraPine prior to expiration of the statutory pre-merger waiting period, prematurely assuming beneficial ownership of the target assets in violation of the Hart-Scott-Rodino […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Antitrust, DOJ, Hart-Scott-Rodino Act, Mergers & acquisitions
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Weather-Induced Mood, Institutional Investors, and Stock Returns
Studies showing that weather patterns in major financial centers influence stock index returns provide suggestive evidence that investor mood influences asset prices (Saunders, 1993; Hirshleifer and Shumway, 2003). Individuals may misattribute mood induced by weather as information when making assessments about objects that should be otherwise unrelated (Schwarz and Clore, 1983), leading to mood-congruent judgments. For […]
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Posted in Academic Research, Institutional Investors
Tagged Institutional Investors, Market reaction, Stock mispricing, Stock returns
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Bank Capital Plans and Stress Tests
On October 16, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its summary instructions and guidance [1] (the “CCAR 2015 Instructions”) for its supervisory Comprehensive Capital Analysis and Review program for 2015 (“CCAR 2015”) applicable to bank holding companies with $50 billion or more of total consolidated assets (“Covered BHCs”). […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Federal Reserve, Financial institutions, Financial regulation, Stress tests
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Shirking CEOs
Anytime you hire someone there is always a risk that they will not complete their task with the level of diligence that you had anticipated. Unless you monitor the hired party at all times, which can be extremely inefficient, they always have the temptation to “shirk” their responsibilities and avoid the hard work required to […]
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Posted in Academic Research
Tagged Behavioral finance, Firm performance, Incentives, Management, Shareholder value
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