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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
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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Say Pays! Shareholder Voice and Firm Performance
In our paper, Say Pays! Shareholder Voice and Firm Performance, which was recently made publicly available on SSRN, we estimate the effect of increasing shareholder “voice” in corporations through a new governance rule that provides shareholders with a regular vote on pay: Say on Pay. Say on Pay policy is an important governance change mandated […]
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Posted in Academic Research, Corporate Elections & Voting, Executive Compensation
Tagged Agency costs, Executive Compensation, Firm performance, Management, Say on pay, Shareholder meetings, Shareholder voting
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Corporate Director Selection and Recruitment: A Matrix
Achieving optimal board composition and succession planning requires an articulated and clearly communicated enterprise strategy. The ideal mix of director skills and experience depends on a number of company-specific factors. This report provides a matrix that nominating committees and boards can use to help define their needs and to provoke discussion about how to improve […]
Click here to read the complete postCross-Border at the Crossroads: The SEC’s “Middle Ground”
I’d like to describe the Commission’s recent set of proposals on the cross-border regulation of derivatives. First, though, I’ll describe the state of play among international regulators, both in developing their derivatives regimes and in grappling with the thorny cross-border aspects of derivatives trading. Status of International Regulatory Efforts Countries are at various stages of […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Clearing houses, Cross-border transactions, Derivatives, Dodd-Frank Act, International governance, Regulators, SEC, Securities regulation, Swaps, Swaps entities
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The Circuits Split on Securities Act Pleading Standards
Last week, the United States Court of Appeals for the Sixth Circuit held that a claim alleging a false statement of opinion or belief in a registration statement may proceed under Section 11 of the Securities Act notwithstanding the absence of allegations showing that the defendants did not actually hold the opinion or believe the […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Pleading standards, Registration statements, Securities Act, Securities litigation
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Board Evaluation – A Window into the Boardroom
Board behavior and effectiveness are becoming increasingly visible to investors and other stakeholders. In the past few years, the European Commission has reinforced its focus on the corporate governance matters, issuing several rules and guidelines in this regard. Most of these raise, among other aspects, the issue of increased board responsibility in the corporate governance […]
Click here to read the complete postForthcoming Changes to UK’s City Code on Takeovers and Mergers
This post provides a brief summary of recent updates to the UK’s City Code on Takeovers and Mergers (the “Code”), the primary rule book governing the regulation of takeovers in the UK, and in particular those relating to the categories of companies that are subject to the Code, as well as certain issues affecting the […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged International governance, Takeovers, UK, UK Takeover Code
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Identifying the Valuation Effects and Agency Costs of Corporate Diversification
In our paper, Identifying the Valuation Effects and Agency Costs of Corporate Diversification: Evidence from the Geographic Diversification of U.S. Banks, forthcoming in the Review of Financial Studies, we develop and implement two new approaches for identifying the causal impact of the geographic diversification of bank holding company (BHC) assets on their market valuations. Although […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research
Tagged Agency costs, Agency model, Banks, Deregulation, Diversification
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From Vigilance to Vision
Directors receive a continuous stream of information and try to be vigilant in order to discern from the mix of background and foreground company data those dissonant notes, those underappreciated inputs, those gaps in analysis. They listen to identify the things that don’t add up. But it’s getting harder to detect those subtle yet critical […]
Click here to read the complete postFederal Reserve Board Governor Tarullo Outlines Potential Regulatory Initiatives
On May 3, 2013, Federal Reserve Board Governor Daniel Tarullo delivered a speech outlining potential regulatory initiatives before the Peterson Institute for International Economics in Washington, D.C. In this speech, entitled “Evaluating Progress in Regulatory Reforms to Promote Financial Stability,” Governor Tarullo acknowledged that substantial progress has been made in achieving financial regulatory reform, but […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials
Tagged Basel Committee, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial reform, Financial regulation, Liquidity, Systemic risk
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