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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
Are Female Top Managers Really Paid Less?
In our recent ECGI working paper, Are Female Top Managers Really Paid Less?, we focus on the gender wage gap of executive directors in the UK. In particular, we ask the question whether female top managers are paid less than their male counterparts, whether the gender wage gap is higher in male dominated industries (such […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Compensation consultants, Diversity, Executive Compensation, Management, Pay for performance, Remuneration
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Final Federal Reserve Rules for Foreign Banking Organizations
This post describes the final regulations issued by the Federal Reserve Board (the “FRB”) on February 18, 2014, that radically modify the former requirements applicable to foreign banking organizations (“FBOs”) pursuant to the FRB’s Regulation K. The final rules (the “Final Rules”) impose various requirements on large FBOs that previously have been applied to large […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, International governance, Liquidity, Pillsbury, Risk committee, Risk management, Stress tests
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Toward a Global Regulatory Framework for Cross-Border OTC Derivatives Activities
International engagement has long been a fundamental aspect of effective capital markets regulation. As Kathy [Casey] noted in a speech she gave while Commissioner in 2007: “If we, as regulators, are to remain effective and relevant in meeting our mission of protecting investors, fostering capital formation and maintaining competitive, fair and orderly markets, we will […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged CFTC, Cross-border transactions, Derivatives, Dodd-Frank Act, International governance, OTC derivatives, SEC, Securities regulation
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The 2014 Board Practices Survey
The Conference Board, NASDAQ OMX and NYSE Euronext announced last week the renewal of their research collaboration to document the state of corporate governance practices among publicly listed corporations in the United States. The centerpiece of the collaboration is The 2014 Board Practice Survey, which the three organizations are disseminating to their respective memberships. Findings […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, NASDAQ, NYSE, Public firms, Surveys, The Conference Board
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Crisis Management Lesson from Toyota and GM: “It’s Our Problem the Moment We Hear About It”
Delay in confronting crises is deadly. Corporate leaders must have processes for learning of important safety issues. Then they must seize control immediately and lead a systematic response. Crisis management is the ultimate stress test for the CEO and other top leaders of companies. The mantra for all leaders in crisis management must be: “It […]
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Posted in Op-Eds & Opinions
Tagged Accountability, Compliance & ethics, DOJ, General Motors, Management, Oversight, Toyota
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Delaware Decision Reinforces Need for Proper Procedure in Squeeze-Out Merger
The private equity firm that was the controlling stockholder of Orchard Enterprises effected a squeeze-out merger of the minority public stockholders. Two years later, a Delaware appraisal proceeding determined that Orchard’s shares at the time of the merger were worth more than twice as much as was paid in the merger. Public shareholders then brought […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions
Tagged Board independence, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Fried Frank, Merger litigation, Minority shareholders, Proxy disclosure, Special committees
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Risk Choice under High-Water Marks
High-water mark (HWM) contracts are the predominant compensation structure for managers in the hedge fund industry. In the paper, Risk Choice under High-Water Marks, forthcoming in the Review of Financial Studies, I seek to understand the optimal dynamic risk-taking strategy of a hedge fund manager who is compensated under such a contract. This is both […]
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Posted in Academic Research, Executive Compensation
Tagged Executive Compensation, Fund managers, Hedge funds, Incentives, Pay for performance, Risk, Risk-taking
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Chairman’s Address at SEC Speaks 2014
Good morning. I am very honored to be giving the welcoming remarks and to offer a few perspectives from my first 10 months as Chair. Looking back at remarks made by former Chairs at this event, the expectation seems to be for me to talk about the “State of the SEC.” I will happily oblige […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Dodd-Frank Act, Investor protection, JOBS Act, Oversight, Risk oversight, SEC, SEC rulemaking, Securities enforcement, Securities fraud, Securities regulation
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Recommendations from Conference Board Task Force on Corporate/Investor Engagement
The 2008 financial crisis and the slow recovery that has followed has brought further evidence tending to support the view that the structure of our corporate sector needs adjustment, and that its faults affect the competitiveness of our economy. The crisis has resulted, as would be expected, in a raft of new rules and regulations, […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, General governance, Institutional Investors, Oversight, Shareholder communications, The Conference Board
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