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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
Institutional Investor Lead Plaintiffs in Mergers and Acquisitions Litigation
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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Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Delaware cases, Delaware law, Derivative suits, Institutional Investors, Merger litigation, Pension funds
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Investor Protection Through Economic Analysis
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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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Cost-benefit analysis, Investor protection, SEC, SEC rulemaking, Securities regulation
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Aligning Incentives at Systemically Important Financial Institutions
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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Posted in Academic Research, Bankruptcy & Financial Distress, Executive Compensation, Financial Regulation
Tagged Banks, Bondholders, Bonuses, Capital requirements, Convertible bonds, Executive Compensation, Financial institutions, Financial regulation, Incentives
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A Critical Missing Reform Criterion: Regulating “Systemic” Banks
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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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Banks, Federal Financial Analytics, Financial crisis, Financial institutions, Financial regulation, SIFIs, Systemic risk, Too big to fail
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FINRA: Broker-Dealer Email Systems Must Keep Pace with Firm Growth
A recent FINRA disciplinary action sends a strong message to broker-dealers that the development of their compliance systems—particularly with respect to email review and retention—must keep pace with the growth of their businesses. FINRA fined LPL Financial LLC (LPL) $7.5 million for significant failures in its email system that prevented LPL from accessing hundreds of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Books and records, Broker-dealers, Compliance & ethics, FINRA, Regulators
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Downside Risk and the Design of CEO Incentives
In our paper, Downside Risk and the Design of CEO Incentives: Evidence from a Natural Experiment, which was recently made publicly available on SSRN, we investigate how downside risk influences the design of CEOs’ incentives. Studying the relationship between firm risk and managerial incentives is a difficult task due to the endogenous nature of the […]
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Posted in Academic Research, Executive Compensation
Tagged Equity-based compensation, Executive Compensation, Incentives, Management, Risk, Risk-taking, Short sales
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FSOC Proposes the First Three Nonbank SIFIs
In a June 3, 2013 closed-door meeting, the Financial Stability Oversight Council (“FSOC”) voted to propose the designation of three financial services companies—American International Group (“AIG”), Prudential Financial and GE Capital—as the first systemically significant nonbank financial institutions (“nonbank SIFIs”) under section 113 of the Dodd-Frank Act. The FSOC decision, announced by the Treasury Secretary, […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Federal Reserve, Financial regulation, FSOC, SIFIs, Too big to fail
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Delaware Court Decision on Entire Fairness Review for Mergers
In an important and thoughtful decision that will influence the structure of future going-private transactions by controlling stockholders, Chancellor Strine of the Delaware Court of Chancery applied the business judgment rule—instead of the more onerous entire fairness review—to a going-private merger by a controlling stockholder because the merger was structured to adequately protect minority stockholders. […]
Click here to read the complete postDemanding Transparency in Clawbacks
After the horrifying collapse of a factory in Bangladesh killed over 1,100 workers, companies like H&M are moving to strengthen supplier standards and audits, as they should. We have seen similar responses to other compliance meltdowns in the past. Banks trumpet new checks and balances to help prevent excessive risk taking, massive trading losses and […]
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Posted in Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Practitioner Publications
Tagged Clawbacks, Compliance & ethics, Disclosure, Executive Compensation, Proxy materials, Shareholder proposals, Shareholder voting, UAW Retiree Medical Benefits Trust
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