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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
Compensation Committee and Adviser Implementation Begins July 1, 2013
As discussed in our previous memo, in January 2013, the SEC approved amendments to the NYSE and Nasdaq listing standards relating to compensation committees and their advisers. Unless they have already done so, companies should begin implementing the new requirements with respect to compensation committees and their advisers that take effect on July 1, 2013. […]
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Posted in Boards of Directors, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Board independence, Boards of Directors, Compensation committees, Compensation consultants, Executive Compensation, NASDAQ, NYSE, Public firms
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For Dimon and Board Leaders: Function Matters, Not Form
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 the Harvard Business Review online. One of the dumbest corporate governance issues is whether to […]
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Posted in Banking & Financial Institutions, Boards of Directors, Corporate Elections & Voting, Op-Eds & Opinions
Tagged Banks, Boards of Directors, Financial institutions, JPMorgan, Lead directors, Management, Non-binding voting
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Audit Committee Elections
In our paper, Audit Committee Elections, which was recently made publicly available on SSRN, we examine whether and in what ways shareholder votes in the elections of directors who sit on the audit committee (AC) are associated with the effectiveness of the audit committee. Within the board, the audit committee is responsible for monitoring the […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting
Tagged Accounting, Audit committee, Boards of Directors, Director qualifications, Internal control, Shareholder voting
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Appraisal Rights — The Next Frontier in Deal Litigation?
Appraisal, or dissenters’, rights, long an M&A afterthought, have recently attracted more attention from deal-makers as a result of a number of largely unrelated factors. By way of brief review, appraisal rights are a statutory remedy available to objecting stockholders in certain extraordinary transactions. While the details vary by state (often meaningfully), in Delaware the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Merger litigation
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Sovereign Debt, Government Myopia, and the Financial Sector
Why do governments repay external sovereign borrowing? This is a question that has been central to discussions of sovereign debt capacity, yet the answer is still being debated. Models where countries service their external debt for fear of being excluded from capital markets for a sustained period (or some other form of harsh punishment such […]
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Posted in Academic Research, Banking & Financial Institutions, International Corporate Governance & Regulation
Tagged Bonds, Debt, Short-termism, Sovereign debt
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Examining the Application of Title I of the Dodd-Frank Act
Chairman McHenry, Ranking Member Green, and members of the Subcommittee, thank you for the opportunity to testify on behalf of the Federal Deposit Insurance Corporation (FDIC) on Sections 165 and 121 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Our testimony will focus on the FDIC’s role and progress in implementing […]
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Posted in Financial Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Banks, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, FSOC, Recovery & resolution plans
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Fiduciary Obligations of Financial Advisors Under the Law of Agency
Regardless of whether a financial advisor is an “investment advisor” or a “broker” or neither under federal securities laws, the advisor might be an agent of the client under the common law of agency. If so, then as a matter of state law the advisor is a fiduciary who will be subject to liability for breach of any […]
Click here to read the complete postPreparing for Challenges and Opportunities
I am sure many of you are looking forward to your well-earned celebrations after today’s commencement exercises, so I will heed the advice that President Franklin D. Roosevelt gave to speechmakers: “Be sincere, be brief and be seated.” Perhaps the most challenging part of delivering a commencement speech is the realization that whatever one says […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Speeches & Testimony
Tagged SEC, SEC enforcement
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Statistics on CEO Succession in the S&P 500
In our study, CEO Succession Practices (2013 Edition), which The Conference Board recently released, we document and analyze 2012 cases of CEO turnover at S&P 500 companies. The study is organized in four parts. Part I: CEO Succession Trends (2000-2012) illustrates year-by-year succession rates and examines specific aspects of the succession phenomenon, including the influence […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board leadership, Boards of Directors, Executive turnover, Management, Public firms, Succession, The Conference Board
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