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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
Compensation Season 2014: Shareholder Engagement
For many public companies, the new year marks the beginning of compensation season. As in years past, we have set forth below some of our thoughts on what to expect from the current compensation environment. Unlike previous years, the upcoming proxy season is not marked by new legislative or regulatory developments. And, as described in […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Executive Compensation, Glass Lewis, ISS, Proxy advisors, Say on pay, Shareholder communications
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Proposed CFTC Rules on Position Limits
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) amended section 4a of the Commodity Exchange Act (the “CEA”) to require the Commodity Futures Trading Commission (the “CFTC”) to establish position limits on an aggregate basis for (1) futures and options contracts on agricultural and exempt commodities traded on or subject to […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Commodities Exchange Act, Dodd-Frank Act, Financial regulation, Futures, Hedging, Position limits, Securities regulation, Swaps
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Supreme Court Reaffirms that Forum-Selection Clauses Are Presumptively Enforceable
Forum-selection clauses are common, and highly useful, features of commercial contracts because they help make any future litigation on a contract more predictable for the parties and, in some cases, less expensive. But what procedure should a defendant use to enforce a forum-selection clause when the defendant is sued in a court that is not […]
Click here to read the complete postDirector Networks and Takeovers
In our paper, Director Networks and Takeovers, which was recently made publicly available on SSRN, we study the impact of corporate networks on the takeover process. In recent years, some scholars have applied graph theoretical methods in the research on the impact of director networks on managerial decision-making. They found relations between networks and remuneration […]
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Posted in Academic Research, Boards of Directors, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Boards of Directors, Interlocking boards, Social networks, Takeovers, UK
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The Volcker Rule: A First Look at Key Changes
On December 10, 2013, five U.S. financial regulators (the Agencies) adopted a final rule implementing the Volcker Rule. [1] The text of the final rule and its accompanying preamble are available here. [2] The Volcker Rule was created by Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Hedge funds, Hedging, Private equity, Proprietary trading, Securities regulation, Securitization, Sovereign debt, Volcker Rule
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European Bank Recovery and Resolution Directive
The present article, Bank Recovery and Resolution Directive: Recovery Proceedings for Cross-Border Banking Groups, examines recovery proceedings for cross-border banking groups under European Union law. Recovery (or “early intervention”) includes measures intended to stabilize a bank (or banking group) and enable its recovery from financial stress. Recovery is targeted at a stage before resolution, when […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, International Corporate Governance & Regulation
Tagged Banks, EU, Europe, Financial institutions, International governance, Recovery & resolution plans
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Looking at Proxy Advisory Firms from the Investor’s Perspective
Public company shareholders have a vital role to play in corporate governance. To that end, they are given important rights under federal and state law. Chief among these are the right to vote for the election of directors and on other significant matters and to make their views known to the company’s management and directors. […]
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Posted in Boards of Directors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Conflicts of interest, Institutional Investors, Investor protection, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder voting
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Law and History by Numbers: Use, But With Care
“Leximetrics,” which involves quantitative measurement of law, has become a prominent feature in empirical work done on comparative corporate governance, with particular emphasis being placed on the contribution that robust shareholder protection can make to a nation’s financial and economic development. Using this literature as our departure point, we are currently engaging in a leximetric […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Delaware articles, General governance, Governance indices, Legal systems, Shareholder suits
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Key Issues for Directors in 2014
For a number of years, as the new year approaches I have prepared for boards of directors a one-page list of the key issues that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for corporate governance, as well as the demands of […]
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