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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
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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Bankruptcy Court Denies $20 Million Severance for American Airlines CEO
On March 27, 2013, Judge Sean Lane of the United States Bankruptcy Court for the Southern District of New York approved the $11 billion merger of US Airways Group and AMR Corporation effective upon confirmation of the AMR debtors’ chapter 11 plan. Upon completion of the merger, a new entity – “Newco,” for present purposes […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Executive Compensation, Mergers & Acquisitions, Practitioner Publications
Tagged Bankruptcy, Executive Compensation, Severance, U.S. federal courts
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Corporate Governance Planning for Companies Going Public
PwC U.S. recently released two reports on corporate governance considerations relating to public offerings. The first, titled “Going Public? Five Governance Factors to Focus on,” outlines key governance considerations companies should address when pursuing a public offering. Its companion document, “Governance for Companies Going Public: What Works Best™,” guides directors and executives of companies planning […]
Click here to read the complete postCorporate Mobility and Regulatory Competition in Europe
Is there a competition for corporate charters in Europe? Corporate and comparative scholars have been discussing the similarities between the Delaware-led competition in the United States with the slowly emerging market for corporate legal forms in the European Union. In my recent paper, Corporate Mobility in the European Union – a Flash in the Pan? […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged EU, Europe, Governance reform, Incorporations, International governance, Regulators
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Setting the Record (Date) Straight
A record date, often viewed in the merger context as a mere mechanic to be quickly checked off a “to do” list, creates a frozen list of stockholders as of a specified date who are entitled to receive notice of, and to vote at, a stockholders’ meeting. A tactical approach to the timing of the […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Books and records, Compliance & ethics, Shareholder voting
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Guidance on Resolution Plans of U.S. and Foreign Banking Organizations
On April 15, 2013, the Board of Governors of the Federal Reserve System (Federal Reserve) and the Federal Deposit Insurance Corporation (FDIC) issued additional guidance (Guidance) with respect to the 2013 resolution plan submissions of the U.S. and foreign banking organizations that filed their initial resolution plans on July 1, 2012 (First-Round Filers). The Guidance […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, FDIC, Federal Reserve, Financial institutions, International governance, Recovery & resolution plans
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Takeover Defenses as Drivers of Innovation and Value-Creation
In the paper, Takeover Defenses as Drivers of Innovation and Value-Creation, forthcoming in the Strategic Management Journal, I analyze the role of anti-takeover provisions in ameliorating agency conflicts of managerial risk aversion in certain types of companies. The desirability of anti-takeover provisions (ATPs) is a contentious issue. ATPs can lead to shareholder wealth-destruction by insulating […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Acquisitions, Antitakeover, Firm valuation, Innovation, Management
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