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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
SEC Grants Request to Exclude Rule 14a-8 Shareholder Proposal
Gibson Dunn successfully represented DeVry Inc. in obtaining no-action relief from the SEC staff (the “Staff”) for the exclusion of a shareholder proposal requesting that DeVry “annually report to shareholders on the expected ability of students at Company-owned institutions to repay their student loans.” The shareholder proposal, which was submitted by the New York City […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals
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Directors Survey: Boards Confront an Evolving Landscape
We are witnessing unprecedented change in the corporate governance world: new perspectives on boardroom composition, higher levels of stakeholder engagement, more emphasis on emerging risks and strategies, and the increasing velocity of change in the digital world. These factors, coupled with calls for enhanced transparency around governance practices and reporting, the very active regulatory and […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Board communication, Board composition, Board dynamics, Board turnover, Boards of Directors, Executive Compensation, Say on pay, Surveys
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CalSTRS Releases First Annual Corporate Governance Report
The California State Teachers’ Retirement System (CalSTRS) was established in 1913 for the benefit of California’s public school teachers. This year we celebrate our 100th anniversary serving the retirement needs of our 862,000 members and beneficiaries. The long-term nature of CalSTRS liabilities, and our responsibilities as fiduciaries to the educators of California, makes us keenly […]
Click here to read the complete postBlockholder Heterogeneity and Financial Reporting Quality
An issue of considerable interest to accounting researchers is the association between shareholders and firms’ financial reporting quality (FRQ). In our paper, Blockholder Heterogeneity and Financial Reporting Quality, which was recently made publicly available on SSRN, we examine a specific type of shareholder, blockholders, because (1) they offer a sample of shareholders that are expected to […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Blockholders, Capital markets, Disclosure, Financial reporting, Market reaction
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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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