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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
2013 Mid-Year Update on Corporate Deferred Prosecution and Non-Prosecution Agreements
Deferred Prosecution Agreements (“DPAs”) and Non-Prosecution Agreements (“NPAs”) (collectively, “agreements”) continue to be a consistent vehicle for prosecutors and companies alike in resolving allegations of corporate wrongdoing. In the two decades since their emergence as an alternative to the extremes of indictment and outright declination, DPAs and NPAs have risen in prominence, frequency, and scope. […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate crime, Corporate fraud, Deferred prosecution agreements, DOJ, FCPA, International governance, Non-prosecution agreement, SEC, SEC enforcement, UK
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The Capital Structure Decisions of New Firms
Understanding how capital markets affect the growth and survival of newly created firms is perhaps the central question of entrepreneurial finance. Yet, much of what we know about entrepreneurial finance comes from firms that are already established, have already received venture capital funding, or are on the verge of going public—the dearth of data on […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research
Tagged Banks, Capital structure, Credit supply, Debt, Entrepreneurs, Risk
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The Landscape of CEO Succession Issues
A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company—large or small, public or private, established or start-up. In most cases, however, a CEO termination is a rare event and one with respect […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Executive turnover, Management, Succession
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Shareholder Proposal Developments During the 2013 Proxy Season
Shareholder proposals continued to attract significant attention during the 2013 proxy season. This post provides an overview of shareholder proposals submitted to public companies during the 2013 proxy season, including statistics, notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests [1] and other Staff guidance, majority […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Bebchuk v. Electronic Arts, Proxy season, Shareholder proposals, Shareholder voting
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Evidence on the Properties of Retiring CEOs’ Forecasts of Future Earnings
Theory suggests that Chief Executive Officers (CEOs) with short horizons with their firm have weaker incentives to act in the best interest of shareholders (Smith and Watts 1982). To date, research examining the “horizon problem” focuses on whether CEOs adopt myopic investment and accounting policies in their final years in office (e.g., Dechow and Sloan […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Executive turnover, Forecasting, Incentives, Management
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SEC Forecasts an Increase in Whistleblower Cases and Awards
On June 12, 2013, the U.S. Securities & Exchange Commission announced its second-ever whistleblower award under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Having received over 3,000 whistleblower tips in the first year of the revamped program, the SEC made its first whistleblower award in August of 2012 and is expected to […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Dodd-Frank Act, SEC, SEC enforcement, SEC investigations, Whistleblowers
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The STOCK Act and the Political Intelligence Industry
Investors who hire political intelligence firms to collect information from government sources should take notice of the Stop Trading on Congressional Knowledge (STOCK) Act, according to panelists at a recent American Bar Association event. The panel, which included Stephen Cohen of the SEC’s Division of Enforcement, gathered in the wake of recent scandals and increased […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Fiduciary duties, Inside information, Insider trading, SEC, SEC enforcement, Securities regulation, STOCK Act
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The Deterrence Effect of SEC Enforcement Intensity on Illegal Insider Trading
In our paper, The Deterrence Effect of SEC Enforcement Intensity on Illegal Insider Trading, which was recently made publicly available on SSRN, we argue that dramatic changes in insider trading enforcement since the 1980s enable us to empirically identify the effects of more aggressive enforcement on trader behavior and stock price discovery. First, the types […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Compliance & ethics, Insider trading, SEC, SEC enforcement, Securities enforcement
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2013 Proxy Season Review
The 2013 proxy season saw a continued high rate of governance-related shareholder proposals at large U.S. public companies, including those calling for declassified boards, majority voting in director elections, elimination of supermajority requirements, separation of the roles of the CEO and chair, the right to call special meetings and action by written consent. As in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, ISS, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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