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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Don’t Cry for Me Argentine Bondholders: Avoiding Supreme (Court) Confusion
Argentina is in hot pursuit of multiple audiences before the Supreme Court: two petitions for writs of certiorari filed by Argentina are pending in the NML v. Argentina cases, and another is almost certainly on the way. In addition, a writ of certiorari has already been issued in another case against Argentina. With so much […]
Click here to read the complete postEquity Vesting and Managerial Myopia
In our paper, Equity Vesting and Managerial Myopia, which was recently made publicly available on SSRN, we study the link between real investment decisions and the vesting horizon of a CEO’s equity incentives. We find that research and development (“R&D”) is negatively associated with the stock price sensitivity of stock and options that vest over […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Equity-based compensation, Executive Compensation, Incentives, Management, R&D, Short-termism
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Tone at the Top (of the SEC): Tough
As the fiscal year comes to a close—even while the Securities and Exchange Commission, amidst the government shutdown, continues to fund its operations through a carryover balance from FY 2013—it is a good time to review recent signs of SEC skepticism regarding financial statement reporting practices and the SEC’s current focus on public company officers, […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Financial reporting, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Securities regulation, Whistleblowers
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Director Independence: Interplay Between Delaware Law and Exchange Rules
The MFW decision that was issued earlier this year by the Chancellor of the Delaware Chancery Court has been the subject of much discussion with respect to transactions involving controlling shareholders. [1] But the decision also addressed another important topic: the interplay between the exchange rules and Delaware law with respect to director independence. MFW […]
Click here to read the complete postGovernance Through Threat
The last decade has witnessed a renewed interest in the role of financial markets in disciplining managers. Shareholders—particularly blockholders—may induce good managerial behavior by exiting and pushing down stock prices when bad managerial actions are taken (e.g., Admati and Pfleiderer, 2009; Edmans, 2009; Edmans and Manso, 2011). In this regard, informed trading (“exit”) provides an […]
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Posted in Academic Research, Empirical Research
Tagged Blockholders, Equity-based compensation, General governance, Internal control, Short sales
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Consumer Financial Protection: A New Paradigm
In this post, Federal Financial Analytics, Inc. (FedFin) recommends steps the Consumer Financial Protection Bureau (CFPB) and other regulators can and should take to make their rules simpler, clearer, less burdensome and—critically—more enforceable. This paper is not a call for “cutting the red tape,” a mantra that has all too often meant eviscerating critical consumer […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications
Tagged Accountability, Compliance & ethics, Consumer protection, Disclosure, Federal Financial Analytics, Financial crisis, Financial regulation, Information asymmetries, Investor protection, Risk
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Current SEC Priorities Regarding Hedge Fund Managers
This is truly an opportune time to examine the regulatory landscape for hedge funds and their advisers—many of you are probably returning from vacations during a summer that witnessed the third anniversary of the enactment of the Dodd-Frank Act and just in time for the effective date of some significant rulemakings relating to a private […]
Click here to read the complete postBreaking the Glass Ceiling: Women in the Boardroom
Paul Hastings is pleased to present the third edition of “Breaking the Glass Ceiling: Women in the Boardroom,” a comprehensive, global survey of the way different countries address the issue of gender parity on corporate boards. This edition is a supplement to our full 2012 report, and provides updates to jurisdictions with notable developments over […]
Click here to read the complete postBasel Committee and IOSCO Release Framework for Uncleared Derivatives Margin
The Basel Committee on Banking Supervision (“BCBS”) and the International Organization of Securities Commissions (“IOSCO”) on September 2 released their final policy framework on margin requirements for uncleared derivatives (the “Framework”). The Framework, which follows two proposals on the topic from BCBS and IOSCO (the “Proposals”), is intended to establish minimum standards for uncleared derivatives […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Basel Committee, Collateral, Derivatives, Financial institutions, Financial regulation, IOSCO, Margin requirements, Securities regulation, Swaps
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The Disciplinary Effects of Proxy Contests
In the paper, The Disciplinary Effects of Proxy Contests, which was recently made publicly available on SSRN, I study the effect of potential proxy contests on corporate policies and performance. The agency problem created by separation of ownership and control in publicly traded corporations with dispersed ownership is at the heart of corporate governance literature, […]
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Posted in Academic Research, Boards of Directors
Tagged Boards of Directors, Change in control, Proxy contests, Shareholder activism
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