-
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
Important Proxy Advisor Developments
As 2014 winds down and 2015 approaches, proxy advisory firms—and the investment managers who hire them—are finding themselves under increased scrutiny. Staff guidance issued by the Securities and Exchange Commission at the end of June and a working paper published in August by SEC Commissioner Daniel M. Gallagher both indicate that oversight of proxy advisory […]
Click here to read the complete postMandatory Disclosure Quality, Inside Ownership, and Cost of Capital
Whether mandatory disclosure regulation and insider ownership affect a firm’s cost of capital is an important question in financial economics. In our paper, Mandatory Disclosure Quality, Inside Ownership, and Cost of Capital, which was recently made publicly available on SSRN, we examine this question on a large global sample of more than 10,000 firms across 35 […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Accounting, Cost of capital, Disclosure, Executive ownership, Firm valuation, International governance, Legal systems
Comments Off on Mandatory Disclosure Quality, Inside Ownership, and Cost of Capital
Regulators Re-Propose Uncleared Swap Margin, Capital and Segregation Rules
On September 3, 2014, U.S. banking regulators re-proposed margin, capital and segregation requirements applicable to swap entities [1] for uncleared swaps. [2] The new proposed rules modify significantly the regulators’ original 2011 proposal in light of the Basel Committee on Banking Supervision’s and the International Organization of Securities Commissions’ (“BCBS/IOSCO”) issuance of their 2013 final […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Derivatives, FDIC, Federal Reserve, Financial institutions, Financial regulation, Margin requirements, OCC, Securities regulation, Swaps, Swaps entities
Comments Off on Regulators Re-Propose Uncleared Swap Margin, Capital and Segregation Rules
Volcker Rule: Agencies Release New FAQ
[On September 10, 2014], the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity Futures Trading Commission (collectively, the “Agencies”) provided an addition to their existing list of Frequently Asked Questions (“FAQs”) […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Bank Holding Company Act, Banks, CFTC, Compliance and disclosure interpretation, FDIC, Federal Reserve, Financial institutions, Financial regulation, OCC, Proprietary trading, SEC, Securities regulation, Volcker Rule
Comments Off on Volcker Rule: Agencies Release New FAQ
Preparing for the 2015 Proxy Season
It is time for calendar year-end public companies to focus on the upcoming 2015 proxy and annual reporting season. This post discusses the following key issues for companies to consider in their preparations: Pending Dodd-Frank Regulation Say-on-Pay and Compensation Disclosure Considerations Shareholder Proposals Proxy Access Compensation Committee Independence Determinations Compensation Adviser Independence Assessment Compensation Consultant […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Cybersecurity, Executive Compensation, Proxy disclosure, Proxy season, Proxy voting, Say on pay, Shareholder proposals
Comments Off on Preparing for the 2015 Proxy Season
Audit Committee Reporting To Shareholders: 2014 Proxy Season Update
The 2014 proxy season saw significant growth in audit committee transparency. Continuing the trend of the past several years, an increased number of Fortune 100 companies are going beyond the minimum disclosures required. These disclosures are also more robust—providing valuable perspectives on the activities of audit committees, including their oversight of external auditors. The recent […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications
Tagged Audit committee, Disclosure, External auditors, Proxy disclosure, Proxy season, Transparency
Comments Off on Audit Committee Reporting To Shareholders: 2014 Proxy Season Update
Influence of Public Opinion on Investor Voting and Proxy Advisors
In our paper, Influence of Public Opinion on Investor Voting and Proxy Advisors, which was recently made publicly available on SSRN, we address the question of how public opinion influences the proxy voting process. We find strong influence of public opinion on the evolution in both investor voting behavior and proxy advisor recommendations. Therefore, our […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Information environment, Institutional Investors, ISS, Mutual funds, Proxy advisors, Proxy voting, Shareholder voting
Comments Off on Influence of Public Opinion on Investor Voting and Proxy Advisors
Update on Directors’ and Officers’ Insurance in Bankruptcy
Directors’ and officers’ (“D&O”) insurance coverage continues to represent a key element of corporate risk management. See memo of July 28 2009. A decision in the bankruptcy of commodities brokerage MF Global, In re MF Global Holdings Ltd., No. 11-15059 (S.D.N.Y. Sept. 4, 2014), provides a recent illustration of how D&O insurance may be treated […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Boards of Directors, Court Cases, Practitioner Publications
Tagged Bankruptcy, Boards of Directors, D&O insurance, Insurance, Management
Comments Off on Update on Directors’ and Officers’ Insurance in Bankruptcy
Radical Shareholder Primacy
My article, Radical Shareholder Primacy, written for a symposium on the history of corporate social responsibility, seeks to make sense of the surprising disagreement within the corporate law academy on the foundational legal question of corporate purpose: does the law require shareholder primacy or not? I argue that disagreement on this question is due to […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Corporate Social Responsibility
Tagged Accountability, Agency model, Corporate Social Responsibility, Fiduciary duties, Management, Shareholder power, Shareholder rights, Shareholder voting
Comments Off on Radical Shareholder Primacy
Why Delaware Appraisal Awards Exceed the Merger Price
As has been widely noted, the number of post-merger appraisal petitions in Delaware has increased significantly in recent years, due primarily to the rise of appraisal arbitrage as a weapon of shareholder activists seeking alternative methods of influence and value creation in the M&A sphere. The phenomenon of appraisal arbitrage is to a great extent […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions, Shareholder suits
Comments Off on Why Delaware Appraisal Awards Exceed the Merger Price