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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
European Compensation Developments: Financial Institutions and Beyond
Almost half a decade after the onset of the financial crisis, populist sentiment and the resulting political environment continue to fuel stricter regulation of executive and director compensation, with the latest wave in Europe including substantive restrictions on compensation in the financial services industry and “say-on-pay” initiatives (i.e., initiatives providing for shareholder approval of compensation). […]
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Posted in Boards of Directors, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banker bonuses, Banks, Director compensation, EU, Europe, Executive Compensation, Financial institutions, Say on pay, UK
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SEC Announces First Non-Prosecution Agreement in an FCPA Matter
On April 22, the U.S. Securities and Exchange Commission (SEC) announced its first non-prosecution agreement (NPA) with a company in a matter involving alleged violations of the U.S. Foreign Corrupt Practices Act (FCPA). [1] The SEC entered into the agreement with Ralph Lauren Corporation (Lauren), resolving allegations that Lauren violated the FCPA when its Argentine […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Compliance & ethics, FCPA, Non-prosecution agreement, SEC enforcement
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Bylaw Protection against Dissident Director Conflict/Enrichment Schemes
This year, the practice of activist hedge funds engaged in proxy contests offering special compensation schemes to their dissident director nominees has increased and become even more egregious. While the terms of these schemes vary, the general thrust is that, if elected, the dissident directors would receive large payments, in some cases in the millions […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director compensation, Hedge funds, Shareholder activism
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Regulation in a Global Financial System
It should rapidly become clear that my remarks belong only to me because I will be talking about the role of the SEC in an increasingly global financial and regulatory system from the viewpoint of a Chair on Day 18 of her tenure. Already, I find myself emphasizing to some outside the agency that the […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Cross-border transactions, Globalization, International governance, SEC, Securities regulation
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Passive Investors, Not Passive Owners
About a year ago we restated Vanguard’s mission to read: “To take a stand for all investors, treat them fairly, and give them the best chance for investment success.” While the words were new, the ideals were not; they’ve been the consistent principles by which we’ve managed our enterprise since our founding. As we stand […]
Click here to read the complete postDo Investors Understand ‘Operational Engineering’ before Management Buyouts?
In our paper, Do Investors Understand ‘Operational Engineering’ before Management Buyouts?, which was recently made publicly available on SSRN, we use a sample of management buyouts (MBOs) from 1985-2005 and a matched subsample of post-MBO firms to examine three questions. First, we examine whether firms undertake different types of activities to lower earnings before MBOs. […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Buyouts, Earnings management, Management, Stock returns, Target firms
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Exchange Rules on Independence of Compensation Committee Members
Today’s column focuses on new rules of the New York Stock Exchange (NYSE) and the NASDAQ Stock Market (NASDAQ) concerning independence requirements for directors who are members of compensation committees. The new rules must be complied with by listed companies by the earlier of the first annual meeting of shareholders after Jan. 15, 2014, or […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Executive Compensation, NASDAQ, NYSE, Public firms
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The Need for Robust SEC Oversight of SROs
The staff of the U.S. Securities and Exchange Commission (“Commission” or “SEC”) is planning to hold an SRO Outreach Conference (the “Conference”) this month. In anticipation of the Conference, I would like to address the challenges faced by self-regulatory organizations (“SROs”) as a result of the significant changes that the securities markets have undergone in […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Investor protection, SEC, Securities regulation, SROs
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Short-Termism of Institutional Investors and the Double Agency Problem
Complaints that investors only look for short-term gains are nothing new. As early as 1990 an Economist article proclaimed: “The old bugbear of businessmen — that fund managers are too obsessed with the short term, and unwilling to buy shares in companies with ambitious research projects — is back on the prowl.” Recently, the turnover […]
Click here to read the complete postThe Dodd-Frank Act’s Maginot Line: Clearinghouse Construction
This post summarizes “The Dodd-Frank Act’s Maginot Line: Clearinghouse Construction,” which will appear in the California Law Review later this year. Regulatory reaction to the 2008–2009 financial crisis, following the failures of AIG, Bear Stearns, Lehman Brothers, and the Reserve Primary Fund, focused on complex financial instruments that deepened the crisis. A consensus emerged that […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, HLS Research
Tagged Clearing houses, Dodd-Frank Act, Financial crisis, Financial institutions, Systemic risk
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