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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Measuring Intentional Manipulation: A Structural Approach
In the paper, Measuring Intentional Manipulation: A Structural Approach, which was recently made publicly available on SSRN, I suggest a structural model of a manager’s manipulation decision that allows me to estimate his costs of manipulation and to infer the amount of undetected intentional manipulation for each executive in my sample. The model follows the […]
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Posted in Academic Research, Executive Compensation
Tagged Equity securities, Executive Compensation, Management, Misreporting, Restatements, Risk
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Striving to Restructure Money Markets Funds to Address Potential Systemic Risk
Today [June 5, 2013], the Commission considers amending the rules that govern money market funds to address potential systemic risks. Before I begin, I would like to recognize the efforts of the staff throughout the SEC, especially the Division of Investment Management and the Division of Risk, Strategy, and Financial Innovation. I acknowledge and appreciate […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Financial crisis, Money market funds, SEC, Securities regulation, Systemic risk, Transparency
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Only the Right CEO Can Create a Culture of Integrity
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This post is based on an article that appeared in Corporate Counsel. Corporate Counsel recently ran an article entitled “Bringing Compliance to the C-Suite,” based […]
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Posted in Boards of Directors, Op-Eds & Opinions
Tagged Boards of Directors, Compliance & ethics, Corporate culture, Management
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