Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

NYSE Proposes to Streamline Listing Application Materials and Processes

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 14, 2013

On May 13, 2013, the Securities and Exchange Commission published proposed changes to the New York Stock Exchange Listed Company Manual and listing application materials. The NYSE is proposing to remove the forms of listing agreements and listing applications from the Manual, adopt simplified listing application materials that will be posted on the NYSE’s website […]

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Facts Behind 2013 Failed Say on Pay Votes

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 14, 2013

The 2013 proxy season marks the third year of Advisory Vote on Executive Compensation proposals (Management Say on Pay (MSOP)) as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act. In 2011, 36 U.S. corporations failed to receive majority shareholder support for their MSOP proposal and in 2012 that number increased to 59. […]

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Short-Termism at Its Worst

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 14, 2013

Researchers and business leaders have long decried short-termism: the excessive focus of executives of publicly traded companies—along with fund managers and other investors—on short-term results. The central concern is that short-termism discourages long-term investments, threatening the performance of both individual firms and the U.S. economy. In the paper, How Short-Termism Invites Corruption…and What To Do […]

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Governance Lessons from the Dimon Dust-Up

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 13, 2013

The recent shareholder “campaign” by a coalition of large institutional investors – AFSCME Employees Pension Plan, Hermes Fund Managers, the New York City Pension Funds, and the Connecticut Retirement Plans and Trust Funds – sought on its face to pressure the JPMorgan Chase & Co. board of directors to amend the bylaws to require that […]

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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications | Tagged , , , , , , , , , | 1 Comment

How Law Can Address the Inevitability of Financial Failure

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 13, 2013

In our forthcoming article, Regulating Ex Post: How Law Can Address the Inevitability of Financial Failure, 92 Texas Law Review (2013), we observe that, unlike many other areas of regulation, financial regulation operates in the context of a complex interdependent system. This, we argue, has implications for financial regulatory policy, especially the choice between ex […]

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Lessons from the 2013 Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 12, 2013

1. Shareholder activism is growing at an increasing rate. No company is too big to become the target of an activist, and even companies with sterling corporate governance practices and positive share price performance, including outperformance of peers, may be targeted. 2. “Activist Hedge Fund” has become an asset class in which institutional investors are […]

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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications | Tagged , , , , , , | 1 Comment

Institutional Investor Lead Plaintiffs in Mergers and Acquisitions Litigation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 12, 2013

Transactional class and derivative actions have long been controversial in both the popular and the academic literatures. Some commentators have argued that every deal faces litigation, that the overwhelming majority of such cases are frivolous, that the only people who benefit from them are the lawyers, and that the costs of these suits outweigh their […]

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Investor Protection Through Economic Analysis

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 11, 2013

The mission of the SEC is both straightforward and broad: To protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. Though none of these objectives exists in isolation-and indeed, they interact and reinforce each other-today I thought I would focus on our primary mission of protecting investors. Specifically, I would like to […]

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Aligning Incentives at Systemically Important Financial Institutions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 11, 2013

UBS recently announced it would pay part of the bonuses of 6,500 highly compensated employees with bonds that would be forfeited if the bank does not meet its capital requirements. Taxpayers should applaud this initiative. Other financial institutions should be rewarded for emulating it. As the global financial crisis of 2007-2009 reminds us, the impairment […]

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A Critical Missing Reform Criterion: Regulating “Systemic” Banks

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, June 10, 2013

A critical policy question is the extent to which “systemic” banks provide value from an economic or social perspective. Much research has been mobilized to demonstrate this, as well as to counter these findings to argue that the biggest banks enjoy undue subsidies because they are so systemic as to be protected by taxpayers. Markets […]

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