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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
Understanding the Board of Directors after the Financial Crisis
Research on the composition and structure of the board of directors is a thriving subject in the aftermath of the financial crisis. The discussion thus far has assumed that finding the right board members is extremely important because they tend to enhance corporate strategy and decision-making. Consider the case of Apple’s board. Following Steve Jobs’ […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Financial Crisis
Tagged Apple, Board composition, Board independence, Boards of Directors, Director qualifications, Diversity, Financial crisis, Innovation, Venture capital firms
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CFTC Proposes New Position Limits and Aggregation Rules for Derivatives
On November 5, 2013, the Commodity Futures Trading Commission (the “CFTC” or “Commission”) held a public meeting during which it: Voted 3-1, with commissioner O’Malia dissenting, to propose for public comment a new set of rules on position limits (the “Proposed Rules”) applicable to options, futures, and swaps contracts (“derivatives”) related to 28 agricultural, metal, […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Derivatives, Financial regulation, Futures, Position limits, Securities regulation, Swaps
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Benefit-Cost Paradigms in Financial Regulation
Nearly all U.S. regulatory agencies use benefit-cost analysis (BCA) to evaluate proposed regulations. The EPA, for example, uses BCA to evaluate regulations that require factories to reduce emissions. OSHA uses BCA to evaluate regulations that require workplaces to install safety devices for workers. NHTSA uses BCA to evaluate fuel economy standards. Yet a striking exception […]
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Posted in Academic Research, Financial Regulation
Tagged Cost-benefit analysis, Financial regulation
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District Court Dismisses Claim that Potential Litigation Disclosure Was Required
A recent decision of the Southern District of New York is noteworthy in its rejection of the plaintiffs’ argument that disclosure of a threatened suit in which the potential loss could have reached $10 billion was required under either the federal securities laws or Accounting Standards Codification 450. See In re Bank of America AIG […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications
Tagged AIG, ASC 450, Bank of America, Disclosure, Filings, Litigation disclosures, Loss contingencies, Regulation S-K, Reporting regulation, Rule 10b-5, Shareholder suits, U.S. federal courts
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Zombie Boards: Board Tenure and Firm Performance
In my paper, Zombie Boards: Board Tenure and Firm Performance, which was recently made publicly available on SSRN, I empirically investigate how board tenure is related to firm performance and corporate decisions, holding other firm, CEO, and board characteristics constant. I find that board tenure has an inverted U-shaped relation with firm value, and that […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Boards of Directors, Entrenchment, Firm performance, Firm valuation, Learning, Staggered boards
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Don’t Ask/Don’t Waive Standstills & Attorneys’ Fees in Delaware
Court of Chancery Revisits Covenants Against Waiving “Don’t Ask/Don’t Waive” Provisions In a recent bench ruling, In re Complete Genomics, Inc. Shareholder Litigation, the Court of Chancery offered new insight into the ability of a target board to promise an acquiror that the target will not waive a “don’t ask/don’t waive” standstill provision. A “don’t […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Attorneys' fees, Confidentiality, Delaware cases, Delaware law
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Fact and Fiction in Corporate Law and Governance
In a recent article, entitled Fact and Fiction in Corporate Law and Governance, I evaluate two broad elements of corporate governance scholarship—one conceptual and the other methodological. The conceptual element is the “contractarian” framework within which legal academics have analyzed corporate law since the 1980s. My evaluation is not aimed at the characterization of a […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Agency costs, Boards of Directors, G-Index, General governance, Governance indices, Poison pills, Takeover defenses
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Determinants and Performance of Equity Deferral Choices by Outside Directors
In our paper, Determinants and Trading Performance of Equity Deferral Choices by Corporate Outside Directors, which was recently made publicly available on SSRN, we investigate the determinants and trading performance of outside directors’ “equity deferrals,” which represent the choice to convert part or all of the current cash compensation into deferred company stock. Director equity deferrals […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Boards of Directors, Director compensation, Equity-based compensation, Firm performance, Incentives, Insider trading, Outside directors
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SEC Sanctions Adviser, Broker-Dealer and Their Owner Over ETF Trades
The SEC settled claims against a registered investment adviser (the “Adviser”), its affiliated broker-dealer (the “Broker-Dealer”), and the founder, owner, and president of each (the “CEO”) that related to (1) investments in Class A shares of underlying funds made by funds managed by the Adviser (the “Funds”) and (2) commissions paid by the Funds to […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Exchange-traded funds, Investment advisers, Investment Advisers Act, Mutual funds, Private funds, SEC, SEC enforcement, Securities enforcement, Securities fraud
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Achieving High Quality Audits to Promote Integrity and Investor Protection
I want to commend the NACD on its mission to “advance exemplary board leadership” with the compelling vision of aspiring to “a world where businesses are sustainable, profitable, and trusted; shareowners believe directors prioritize long-term objectives and add unique value to the company; [and] directors provide effective oversight of the corporation and strive to deliver […]
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Posted in Accounting & Disclosure, Practitioner Publications, Speeches & Testimony
Tagged Accounting, Audit committee, Audit rotation, Audits, Disclosure, Financial reporting, Investor protection, Oversight, PCAOB
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