-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Executive Compensation Under Dodd-Frank: an Update
The Dodd-Frank law took effect July 21, 2010. [1] Subtitle E of Title IX of Dodd-Frank addresses “Accountability and Executive Compensation” (§§951-957). Since the enactment of the act, the Securities and Exchange Commission (SEC) has adopted final rules as to two of the provisions, proposed rules as to two others and has not yet proposed […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation committees, Compensation disclosure, Dodd-Frank Act, Executive Compensation, Pay for performance, Say on frequency, Say on pay, SEC, SEC rulemaking, Securities regulation
Comments Off on Executive Compensation Under Dodd-Frank: an Update
Corporate Governance According to Charles T. Munger
Berkshire Hathaway Vice Chairman Charlie Munger is well known as the partner of CEO Warren Buffett and also for his advocacy of “multi-disciplinary thinking”—the application of fundamental concepts from across various academic disciplines to solve complex real-world problems. One problem that Munger has addressed over the years is the optimal system of corporate governance. How […]
Click here to read the complete post
Posted in Academic Research
Tagged Accountability, Berkshire Hathaway, Compliance & ethics, Corporate culture, General governance, Management
Comments Off on Corporate Governance According to Charles T. Munger
By the Numbers: Venture-Backed IPOs in 2013
2013 was the strongest year for venture-backed initial public offerings (IPOs) in almost a decade: 82 deals (the most since 2007) generated aggregate proceeds of over $11.2 billion, an average offering amount of $137.2 million. At least one venture-backed company went public each month in 2013, and the pace of IPOs has accelerated in the […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, General governance, IPOs, JOBS Act, Surveys, Venture capital firms
Comments Off on By the Numbers: Venture-Backed IPOs in 2013
Shareholder Voting in an Age of Intermediary Capitalism
Shareholder voting, once given up for dead as a vestige or ritual of little practical importance, has come roaring back as a key part of American corporate governance. Where once voting was limited to uncontested annual election of directors, it is now common to see short slate proxy contests, board declassification proposals, and “Say on […]
Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting
Tagged Hedge funds, Institutional Investors, Institutional voting, Proxy advisors, Say on pay, Shareholder activism, Shareholder voting
Comments Off on Shareholder Voting in an Age of Intermediary Capitalism
Beyond Efficiency in Securities Regulation
In my paper, Beyond Efficiency in Securities Regulation, recently made available on SSRN, I argue that the emergence of algorithmic trading calls into question the foundation underpinning today’s securities laws: the understanding that securities prices reflect all available information in the market. Securities regulation has long looked to the Efficient Capital Markets Hypothesis (ECMH) for […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Algorithmic trading, Disclosure, Information environment, Market efficiency, Reliance, Securities regulation
Comments Off on Beyond Efficiency in Securities Regulation
European Commission Proposes to Moderate Short-termism and Reduce Activist Attacks
Two articles (among several) in a comprehensive proposal to revise EU corporate governance would have a significant beneficial impact if they were to be adopted in the United States. In large measure they mirror recommendations by Chief Justice Leo E. Strine, Jr., in two essays: Can We do Better by Ordinary Investors? A Pragmatic Reaction […]
Click here to read the complete post
Posted in Accounting & Disclosure, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Disclosure, EU, Europe, European Commission, Institutional Investors, International governance, Long-Term value, Proxy advisors, Shareholder activism, Short-termism
Comments Off on European Commission Proposes to Moderate Short-termism and Reduce Activist Attacks
US Intermediate Holding Company: Structuring and Regulatory Considerations for Foreign Banks
The Federal Reserve’s Dodd-Frank enhanced prudential standards (“EPS”) final rule requires a foreign banking organization with $50 billion or more in U.S. non-branch/agency assets (“Foreign Bank”) to place virtually all of its U.S. subsidiaries underneath a top-tier U.S. intermediate holding company (“IHC”). The IHC will be subject to U.S. Basel III, capital planning, Dodd-Frank stress […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Foreign banks
Comments Off on US Intermediate Holding Company: Structuring and Regulatory Considerations for Foreign Banks
European Court of Human Rights Shakes Insider Trading Rules
A recent and groundbreaking decision of the European Court of Human Rights (ECHR) in Strasburg might shatter the entire structure of the Italian and European regulation of market abuse (insider trading and market manipulations). The case is “Grand Stevens and others v. Italy”, and was decided on March 4, 2014. The facts can be briefly […]
Click here to read the complete post
Posted in Academic Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged EU, Europe, Human rights, Insider trading, International governance, Italy, Securities enforcement, Securities fraud
Comments Off on European Court of Human Rights Shakes Insider Trading Rules
SEC Exempts “Foreign Issuer” From Filing a Preliminary Proxy Statement
On January 31, 2014, the Securities and Exchange Commission (“SEC”) issued a no-action letter to Schlumberger Ltd. (“Schlumberger” or “the Company”), permitting the Company not to file a preliminary proxy statement under Rule 14a-6(a) when the only matters to be acted upon by stockholders at the Company’s annual meeting were either specifically excluded from the […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Filings, Foreign issuers, International governance, No-action letters, Proxy materials, SEC, Securities regulation
Comments Off on SEC Exempts “Foreign Issuer” From Filing a Preliminary Proxy Statement
Shock-Based Causal Inference in Corporate Finance
Much corporate finance research is concerned with causation—does a change in some input cause a change in some output? Does corporate governance affect firm performance? Does capital structure affect firm investments? How do corporate acquisitions affect the value of the acquirer, or the acquirer and target together? Without a causal link, we lack a strong […]
Click here to read the complete post
Posted in Academic Research, Empirical Research
Tagged Firm performance, General governance, Shocks, Surveys
Comments Off on Shock-Based Causal Inference in Corporate Finance