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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
CEO Ownership, Stock Market Performance, and Managerial Discretion
In our paper, CEO Ownership, Stock Market Performance, and Managerial Discretion, forthcoming in the Journal of Finance, we examine the relationship between CEO ownership and stock market performance. We show that investing in firms in which the CEO owns a substantial fraction of shares (for example more than 10% of outstanding shares) leads to large […]
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Posted in Academic Research, Empirical Research
Tagged Executive ownership, Firm performance, Management, Stock returns
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Automated Detection in SEC Enforcement
Although US Securities and Exchange Commission (SEC) enforcement actions related to financial fraud and issuer disclosures have been on a decline since 2007, recent statements and actions suggest that the SEC is likely to re-focus its efforts on detecting, pursuing, and preventing accounting fraud. [1] Since her confirmation as Chair of the SEC, Mary Jo […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Accounting irregularities, AQM, Financial reporting, SEC, SEC enforcement, Securities enforcement, Securities fraud
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Volcker Rule Clarity: Waiting for Godot
Five months after regulators released the final Volcker rule, banks are pressing ahead with their implementation efforts, but are still waiting for promised guidance to clarify the rule’s many ambiguities. Reminiscent of last year when banks were expecting the final rule, industry commentators have already sounded false alarms regarding this guidance’s imminence. [1] Also, despite […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Financial institutions, Financial regulation, Financial reporting, Proprietary trading, Volcker Rule
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The Activism of Carl Icahn and Bill Ackman
Activist hedge funds merit the attention of corporate directors, as the value of the assets under management increases and activist funds’ targets expand well beyond small capitalization companies. This post reviews the tactics used by two prominent activist hedge fund managers to create change in 13 companies in their portfolio and highlights four perceived governance […]
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Posted in Boards of Directors, Practitioner Publications, Private Equity
Tagged Boards of Directors, Hedge funds, Pershing Square, Proxy contests, Shareholder activism, Target firms, The Conference Board
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The Untouchables of Self-Regulation
The conduct of investment bankers often arouses suspicion and criticism. In Toys “R” Us, the Delaware Court of Chancery referred to “already heightened suspicions about the ethics of investment banking firms” [1] ; in Del Monte, it criticized investment bankers for “secretly and selfishly manipulat[ing] the sale process to engineer a transaction that would permit […]
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Posted in Academic Research, Empirical Research, Financial Regulation, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Conflicts of interest, Financial regulation, FINRA, Investment advisers, Investment banking, Misconduct, Private enforcement, Securities regulation
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How Much Protection Do Indemnification and D&O Insurance Provide?
We consider below how advancement of legal fees, indemnification, and insurance operate when officers and directors become involved in regulatory investigations and proceedings. Part I addresses the enhanced risk officers and directors face today in an Age of Accountability. Part II addresses advancement of legal fees, which may be discretionary or mandatory depending on a […]
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Posted in Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accountability, Attorneys' fees, D&O insurance, Delaware law, Director liability, Indemnification, Insurance, Management, Securities litigation
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To Whom are Directors’ Duties Really Owed?
In the paper, Lift not the Painted Veil! To Whom are Directors’ Duties Really Owed?, which we recently posted on SSRN, we identify a fundamental contradiction in the law of fiduciary duty of corporate directors across jurisdictions, namely the tension between the uniformity of directors’ duties and the heterogeneity of directors themselves. The traditional characterization […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation
Tagged Board composition, Board dynamics, Boards of Directors, Constituency directors, Fiduciary duties, France, Germany, International governance, UK
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ISS Recommends Shareholders Withhold Votes for 6 Ashford Trust Directors
UNITE HERE proposals to opt out of Maryland Unsolicited Takeover Act have received resounding support from shareholders of Ashford Hospitality Prime. Over the past two years, activist shareholder UNITE HERE, the hospitality workers’ union, has been winning corporate governance reforms at lodging REITs, which are nearly all incorporated in Maryland. Several proposals ask boards to […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board declassification, Boards of Directors, Classified boards, ISS, REITs, Shareholder activism, Shareholder proposals, UNITE HERE
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Labor Representation in Governance as an Insurance Mechanism
Worker participation in corporate governance varies across countries. While employees are rarely represented on corporate boards in most countries, Botero et al. (2004) state “workers, or unions, or both have a right to appoint members to the Board of Directors” in Austria, China, Czech Republic, Denmark, Egypt, Germany, Norway, Slovenia, and Sweden. Such board representation […]
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Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Boards of Directors, Employees, Europe, Germany, Insurance, International governance, Labor markets, Risk, Shocks
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