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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
Proxy Voting Analytics (2009-2013)
While the number of shareholder proposals filed at U.S. public companies continued to increase this year, management has been less successful at obtaining permission from the Securities and Exchange Commission (SEC) to exclude from the voting ballot new types of investor demands. The finding is discussed in the latest Proxy Voting Analytics (2009-2013), recently released […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board declassification, Boards of Directors, Executive Compensation, Political spending, Proxy season, Proxy voting, Say on pay, Shareholder activism, Shareholder proposals, Shareholder voting, The Conference Board
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IPOs and the Slow Death of Section 5
Section 5 of the Securities Act of 1933 is slowly dying. We have to be careful about making such a bold-sounding claim because Section 5 performs two distinct legal functions. First, it creates a presumption that offerings of securities using the facilities of interstate commerce have to be registered with the Securities and Exchange Commission. […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Disclosure, IPOs, JOBS Act, SEC, Securities Act, Securities regulation
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How Stock Exchange Indices Can Advance Good Corporate Governance Practices
Since 2001, eight stock exchanges around the world have launched corporate governance indices (CGIs), sometimes as part of a broader environment, social, and governance (ESG) initiative. The comprehensive analysis of these indices is presented in our World Bank/IFC study: “Raising the Bar on Corporate Governance – A Study of Eight Stock Exchanges Indices”. The study […]
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Posted in Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate governance, General governance, Governance indices, Governance standards, IFC, International governance, World Bank
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Do Ownership and Control Affect Firm Value?
In our paper, When Blockholders Leave Feet First: Do Ownership and Control Affect Firm Value?, which was recently made publicly available on SSRN, we investigate the effect of ownership and control on firm value, a longstanding question in finance, by employing the sudden death of large individual shareholders as a natural experiment. Our analysis focuses on […]
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Posted in Academic Research
Tagged Blockholders, Change in control, Entrenchment, Firm valuation, General governance, Market reaction, Ownership
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Damages and Reliance under Section 10(b) of the Exchange Act
A textualist interpretation of the implied private right of action under Section 10(b) of the Exchange Act concludes that the right to recover money damages in an aftermarket fraud can be no broader than the express right of recovery under Section 18(a) of the Exchange Act. The Act’s original legislative history and recent Supreme Court […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Class actions, Exchange Act, Rule 10b-5, Section 10(b), Securities damages, Securities fraud, Securities litigation, Supreme Court
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SEC Proposes CEO Pay Ratio Rule
On September 18, 2013, a divided SEC Commission proposed a requirement that U.S. public companies disclose: the median of the annual total compensation of all employees of the issuer, except the issuer’s CEO (or the equivalent); the annual total compensation of the issuer’s CEO (or the equivalent); and the ratio of those two amounts. The […]
Click here to read the complete postRollover Risk: Ideating a U.S. Debt Default
In Rollover Risk: Ideating a U.S. Debt Default, forthcoming in the Boston College Law Review, I systematically examine how a U.S. debt default might occur, how it could be avoided, its potential consequences if not avoided, and how those consequences could be mitigated. The impending debt-ceiling showdown between Congress and the President makes these questions […]
Click here to read the complete postThe Promise of the Enhanced Broker Internet Platform
A breakthrough for improved corporate democracy is languishing at the Securities and Exchange Commission. The breakthrough, called the Enhanced Broker Internet Platform (EBIP) is a technological innovation that would make it vastly easier for shareholders to participate in corporate elections for directors and shareholder resolutions. This is important because the rate of individual or “retail” […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged American Business Conference, Proxy voting, SEC, SEC rulemaking, Shareholder voting
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Seasoned Equity Offerings, Corporate Governance, and Investments
In our paper, Seasoned Equity Offerings, Corporate Governance, and Investments, forthcoming in the Review of Finance, we assess how the strength of governance affects investor confidence about management’s intended uses of the proceeds from SEOs. Our primary tests are conducted using difference-in-differences approaches using the staggered enactments of business combination statutes (BCS) as an exogenous […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Adverse selection, Equity offerings, Management, Market reaction, Shareholder value, Signaling
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