Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Documenting The Deal

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 30, 2014

Leo Strine, Chief Justice of the Delaware Supreme Court, and the Austin Wakeman Scott Lecturer on Law and a Senior Fellow of the Harvard Law School Program on Corporate Governance, gave a lecture to a the Delaware Business Law Forum that will be published in The Business Lawyer in May, next year. The essay, titled […]

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Morrison at Four: A Survey of Its Impact on Securities Litigation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 29, 2014

My essay, Morrison at Four: A Survey of Its Impact on Securities Litigation, published by the U.S. Chamber of Commerce Institute for Legal Reform as part of a collection of essays on the shifting legal landscape governing federal claims involving foreign disputes, recounts the extraordinary impact of the Supreme Court’s landmark decision in Morrison v. […]

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Mutual Funds and Information Diffusion: The Role of Country-Level Governance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 29, 2014

If the institutions of a country (e.g., property rights and contracting institutions) jeopardize the quality of its financial market, can the market by itself put in force corrective mechanisms that counterbalance and offset such negative impact? This question is at the core of modern financial economics because it essentially asks whether the market plays a […]

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ISS Proposes New Approach to Independent Chair Shareholder Proposals

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 28, 2014

Calls for independent board chairs were the most prevalent type of shareholder proposal offered for consideration at U.S. companies’ annual meetings in 2014. As of June 30, 62 of these proposals have come to a shareholder vote, up from 55 resolutions over the same time period in 2013. Notably, the number of proposals calling for […]

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What Happens in Nevada? Self-Selecting into Lax Law

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 28, 2014

In our paper, What Happens in Nevada? Self-Selecting into Lax Law, forthcoming in the Review of Financial Studies, we study the financial reporting behavior of firms that incorporate in Nevada, the second most popular state for out-of-state incorporations, after Delaware. Compared to Delaware, Nevada law has weak fiduciary requirements for corporate managers and board members. […]

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ISS QuickScore 3.0

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 27, 2014

Yesterday evening, Institutional Shareholder Services (ISS) announced its third iteration of the Governance QuickScore product, with QuickScore 3.0 scheduled to be launched on November 24, 2014 for the 2015 proxy season. Companies will have from November 3rd until 8pm Eastern time on November 14th to verify the underlying raw data and submit updates and corrections […]

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Shadow Banking and Bank Capital Regulation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 27, 2014

The term “shadow banking system” refers to the institutions that do not hold a banking license, but perform the basic functions of banks by refinancing loans to the economy with the issuance of money-like liabilities. Roughly speaking, licensed banks refinance the loans that they hold on their balance sheets with deposits or interbank borrowing, whereas […]

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ISS Spotlights Independent Chair Shareholder Proposals and Equity Compensation Plans

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, October 26, 2014

On October 15, 2014, Institutional Shareholder Services (“ISS”) released proposed amendments to its proxy voting policies for the 2015 proxy season. ISS is seeking comments by 6:00 p.m. EDT on October 29, 2014. [1] ISS has stated that it expects to release its final 2015 policies on or around November 7, 2014. The policies as […]

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Elements of an Effective Whistleblower Hotline

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, October 25, 2014

It has been reported that approximately two-thirds of companies in the U.S. are affected by fraud, losing an estimated 1.2% of revenue each year to such activity. [1] Indirect costs associated with fraud, such as reputational damage and costs associated with investigation and remediation of the fraudulent acts, may also be substantial. When and where […]

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ISS Proposes Equity Plan Scorecards

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, October 24, 2014

As issues around cost transparency and best practices in equity-based compensation have evolved in recent years, ISS proposes updates to its Equity Plans policy in order to provide for a more nuanced consideration of equity plan proposals. As an alternative to applying a series of standalone tests (focused on cost and certain egregious practices) to […]

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