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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
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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Incentive Schemes for Nominees of Activist Investors
Golden leashes – compensation arrangements between activists and their nominees to target boards – have emerged as the latest advance (or atrocity, depending on your point of view) in the long running battle between activists and defenders of the long-term investor faith. Just exactly what are we worried about? With average holding periods for U.S. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Director compensation, Hedge funds, Incentives, Long-Term value, Risk-taking, Shareholder activism, Shareholder value, Short-termism
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Corporate Funding: Who Finances Externally?
In our paper, Corporate Funding: Who Finances Externally?, which was recently made publicly available on SSRN, we provide new information on security issues and external financing ratios derived from annual cash flow statements of publicly traded industrial companies over the past quarter-century. Our use of cash flow statements permits us to differentiate between competing forms […]
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Posted in Academic Research, Empirical Research
Tagged Bonds, Capital structure, Cash flows, Corporate debt, Debt, External financing, Leverage
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The Role of Governments and Proxy Advisory Firms in Corporate Governance
I am delighted to be able to participate in this conference, and especially proud as an Irish-American that it is being held in conjunction with Ireland’s Presidency of the Council of the European Union. This conference is particularly valuable because it provides a forum for executives, directors, investors, and policy makers to have a frank […]
Click here to read the complete postDelaware Court of Chancery Criticizes Board’s Sale Process
In Koehler v. NetSpend Holdings Inc., the Delaware Court of Chancery found that the directors of NetSpend likely breached their Revlon duty to obtain the highest price reasonably available for stockholders by pursuing a single-bidder strategy for selling the company. The board’s lack of knowledge as to the company’s value and related failure to contact […]
Click here to read the complete postHardwired Conflicts: Big Bang Protocol, Libor and Paradox of Private Ordering
The working paper, Hardwired Conflicts: The Big Bang Protocol, Libor and the Paradox of Private Ordering, examines the darker side of the private market structures at the heart of the global financial system. Imagine we allowed referees to place bets on the sporting events they officiated. On one level, this would almost certainly offend our […]
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Posted in Academic Research, Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation
Tagged Conflicts of interest, Credit default swaps, Financial regulation, International governance, ISDA, LIBOR, Private ordering, Swaps
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Responding to Objections to Shining Light on Corporate Political Spending (6): The Claim that Disclosure Rules are Prohibited by the Constitution
The Securities and Exchange Commission is currently considering a rulemaking petition that we filed along with eight other corporate and securities law professors asking the Commission to develop rules requiring that public companies disclose their spending on politics. In our first five posts in this series (collected here), we examined five objections raised by opponents […]
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Posted in Academic Research, HLS Research, Program News & Events, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, Shining Light on Corporate Political Spending, Transparency
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