-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Can Attorneys Be Award-Seeking SEC Whistleblowers?
This is a primer on attorneys as award-seeking SEC whistleblowers. It digests the relevant law and explains how it applies in real situations. That law includes the SEC attorney conduct and whistleblower award rules and each state’s ethics rules applicable to attorney disclosure. Fully assessing a particular situation will often require referring to the relevant […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Attorney-client privilege, Choice of Law, Compliance & ethics, Disclosure, Jurisdiction, Public firms, SEC, Securities enforcement, SOX, State law, Whistleblowers
Comments Off on Can Attorneys Be Award-Seeking SEC Whistleblowers?
Independent Directors’ Dissent on Boards
Independent directors are an integral part of corporate governance. Despite the copious scholarly debates surrounding board independence, little progress has been made in studying the inner workings of public boards. Taking China as an empirical site, in our paper, Independent Directors’ Dissent on Boards: Evidence from Listed Companies in China, which was recently made publicly […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Board independence, Boards of Directors, China, International governance
Comments Off on Independent Directors’ Dissent on Boards
Too Early to Tell if Dodd-Frank Ends “Too Big To Fail”
The debate regarding “too big to fail” (“TBTF”) has reemerged as a focus of regulators, legislators and the media. We review the regulatory activity since the Dodd-Frank Act was enacted and show that new proposals intended to address TBTF tend to put the policy cart before the regulatory implementation horse. By our count, regulators have […]
Click here to read the complete postFacts Behind 2013 Failed Say on Pay Votes
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. […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Georgeson, Proxy advisors, Proxy season, Proxy voting, Say on pay
Comments Off on Facts Behind 2013 Failed Say on Pay Votes
Short-Termism at Its Worst
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 […]
Click here to read the complete post
Posted in Academic Research, Corporate Social Responsibility
Tagged Compliance & ethics, Corporate Social Responsibility, Public firms, Short-termism
Comments Off on Short-Termism at Its Worst
Governance Lessons from the Dimon Dust-Up
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 […]
Click here to read the complete postHow Law Can Address the Inevitability of Financial Failure
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 […]
Click here to read the complete post
Posted in Academic Research, Financial Regulation
Tagged Financial crisis, Financial regulation, Legal systems, Systemic risk
Comments Off on How Law Can Address the Inevitability of Financial Failure
Lessons from the 2013 Proxy Season
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 […]
Click here to read the complete post