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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
Informed Trading through the Accounts of Children
In our paper, Informed Trading through the Accounts of Children, forthcoming in the Journal of Finance, we introduce a novel measure of the probability of information-based trading in a stock, namely, BABYPIN, the proportion of total trading through the accounts of underaged investors. We begin by empirically validating this measure by showing that underaged accountholders […]
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Posted in Academic Research, Empirical Research
Tagged Information asymmetries, Insider trading, Stock returns
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Rethinking Director Nomination Requirements and Conduct
This post identifies and discusses a number of steps public companies may wish to consider regarding director nomination requirements and conduct in light of the heightened potential for arrival on the board of activist shareholder-nominated directors. Background Increased Incidence of Nomination Proposals: Based on publicly reported information published by Activist Insight, [1] during 2012 activist […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Compliance & ethics, Confidentiality, Director nominations, Public firms, Shareholder activism, Shareholder elections, Shareholder nominations, Shareholder voting
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Volcker Rule Conformance Period for Banking Entities
On April 19, 2012, the Board of Governors of the Federal Reserve System (“Board”) issued a statement of policy (the “Conformance Statement”) clarifying that a banking entity covered by Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the so-called “Volcker Rule”) has until July 21, 2014 (unless extended by the Board) […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Private Equity
Tagged Banks, Duty of good faith, Federal Reserve, Financial regulation, Hedge funds, Private equity, Volcker Rule
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Institutional Investors and the Information Production Theory of Stock Splits
In our paper, Institutional Investors and the Information Production Theory of Stock Splits, forthcoming in the Journal of Financial and Quantitative Analysis, we analyze the incentives of analysts to produce information about a firm, by studying institutional trading and brokerage commissions around a specific corporate event, namely, a stock split. We make use of a large […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Information asymmetries, Institutional Investors, Stock analysts
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The Importance of the SEC Disclosure Regime
The SEC is first and foremost a disclosure agency. As stated on the Commission’s website: “[t]he laws and rules that govern the securities industry in the United States derive from a simple and straightforward concept: all investors, whether large institutions or private individuals, should have access to certain basic facts about an investment prior to […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Fiduciary duties, Institutional Investors, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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Final Bank Capital Rules and Basel III Implementation
On July 2, 2013, the Board of Governors of the Federal Reserve System (the “FRB”) unanimously approved final rules (the “Final Rules”) establishing a new comprehensive capital framework for U.S. banking organizations [1] that would implement the Basel III capital framework [2] as well as certain provisions of the Dodd-Frank Wall Street Reform and Consumer […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Debt, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, Risk
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Deferred Prosecutions and Corporate Governance
“Prosecutors in the boardroom” is a slogan reflecting an unintended early 21st century overlap of corporate governance and corporate criminal liability. Although exaggerated, the phrase reflects how prosecutors increasingly demand corporate governance reforms when settling criminal cases using deferred prosecution agreements (DPAs). While a growing body of scholarship seeks to put governance beyond the purview […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Deferred prosecution agreements, Governance reform
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Court Orders Company to Provide Privileged Communications to Dissident Director
The Delaware Court of Chancery, in Kalisman v. Friedman (Apr. 17, 2013), ordered the respective counsels for a company and for a special committee of the company’s board of directors to provide to a dissident director copies of their communications with the company’s other directors, as well as internal law firm communications. The dissident director […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Attorney-client privilege, Board communication, Boards of Directors, Delaware cases, Delaware law, Special committees
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Optimal CEO Compensation with Search: Theory and Empirical Evidence
Two issues concerning executive compensation deserve particular attention. The first is how a firm’s risk affects the executive’s pay-to-performance sensitivity (hereafter PPS), i.e., the ratio of incentive pay to firm performance. Standard agency models predict that the PPS does not change with the firm’s risk if the agent is risk neutral and decreases with the […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Agency model, Equilibrium, Executive Compensation, Incentives, Management, Risk, Shocks, Systemic risk
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Court of Chancery Criticizes Recommendation Provision in Merger Agreement
In In re NYSE Euronext Shareholders Litigation, C.A. No. 8136-CS (Del. Ch. May 10, 2013) (TRANSCRIPT), Chancellor Strine of the Court of Chancery, ruling from the bench following oral argument, declined to enjoin preliminarily a stockholder vote on the proposed merger between NYSE Euronext (“NYSE”) and IntercontinentalExchange, Inc. (“ICE”). The Court found that plaintiffs had […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, NYSE, Shareholder voting
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