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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
The Effect of Managers’ Professional Experience on Corporate Cash Holdings
In our paper, Looking in the Rear View Mirror: The Effect of Managers’ Professional Experience on Corporate Cash Holdings, which was recently made publicly available on SSRN, we study the role of managers’ professional experience in financial decision making, focusing on one of the most debated corporate policies in recent years – cash savings. We […]
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Posted in Academic Research, Empirical Research
Tagged Cash reserves, Decision-making, Liquidity, Management
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Becoming the Fifth Branch
In our article Becoming the Fifth Branch, we argue that financial self-regulation has changed dramatically and problematically in the past few years. Financial self-regulatory organizations (SROs), such as FINRA and the Chicago Mercantile Exchange’s regulatory arm, are transforming from “self-regulatory” into “quasi-governmental” organizations. We believe this evolution, moreover, may become a serious problem for the […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Financial institutions, Financial regulation, Regulators, SROs
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Swap Trading in the New Regulatory World
As a result of the Dodd-Frank Act, the over-the-counter derivatives markets have become subject to significant new regulatory oversight. As the markets respond to these new regulations, the menu of derivatives instruments available to asset managers, and the costs associated with those instruments, will change significantly. As the first new swap rules have come into […]
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Posted in Derivatives, Practitioner Publications
Tagged Asset management, Dodd-Frank Act, OTC derivatives, Swaps
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The New Market in Debt Governance
Scholars have traditionally assumed that lenders that protect themselves using credit derivatives like credit default swaps (CDS) have limited interest in debt governance. The rationale behind this proposition seems straight-forward. Lenders that have bought credit protection should have little incentive to invest in monitoring and disciplining a borrower where they know they will be repaid […]
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Posted in Academic Research, Derivatives
Tagged Corporate debt, Corporate governance, Credit default swaps, Derivatives
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A New Playbook Part 2 — Global Securities Enforcement Stepping Up
About a year ago, we published A New Playbook for Global Securities Litigation and Regulation, in which we detailed dramatic changes in the global securities regulatory and litigation arena driven by various factors, including not only the financial crisis of 2007-2008, but also changes in tolerance in the United States to litigation brought by foreign […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Canada, EU, Financial reform, International governance, LIBOR, Public firms, Regulators, Securities enforcement, Securities litigation, Securities regulation, UK
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Shareholder Proxy Access in Small Publicly Traded Companies
In Business Roundtable v. SEC, the DC Court of Appeals struck down the proxy access rule giving certain shareholders access to the corporate proxy on the grounds that the SEC failed to adequately fulfill its requirement to consider the impact of new rules on “efficiency, competition, and capital formation.” The Court offered a blistering critique […]
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Posted in Academic Research, Corporate Elections & Voting
Tagged Business Roundtable v. SEC, Cost-benefit analysis, Dodd-Frank Act, Proxy access, Public firms, SEC, SEC rulemaking
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Board Composition and Firm Value — Lessons from Lawyer-Directors
Within the standard framing, directors monitor managers in order to help align shareholder-manager interests and minimize the agency costs that arise within public companies. A principal goal has been to reinforce director independence in light of the conventional wisdom that independent directors are the most effective monitors. Directors, however, are more than just agency-cost-reducers. As […]
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Posted in Academic Research, Boards of Directors
Tagged Board composition, Boards of Directors, Public firms
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Court: Disclosure of SEC Investigation Insufficient to Plead Loss Causation
The US Court of Appeals for the Eleventh Circuit recently issued an important decision that addresses two types of allegations that plaintiffs routinely rely on to plead loss causation in federal securities fraud cases. In Meyer v. Greene, 2013 US App. LEXIS 4187 (11th Cir. Feb. 25, 2013), the Eleventh Circuit appears to have become […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, Loss causation, SEC, SEC investigations, Securities fraud, Securities litigation, U.S. federal courts
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Governance Buffett Style
In Warren Buffett’s model of corporate governance, managers are stewards of shareholder capital. The best managers think like owners in making business decisions. They have shareholder interests at heart. But even first-rate managers will sometimes have interests that conflict with those of shareholders. How to ease those conflicts and to nurture managerial stewardship have been […]
Click here to read the complete postThe Board, Social Media and Regulation FD
The widespread use of social media in today’s global marketplace presents opportunities and challenges for all financial market participants, including boards of directors, investors and regulators. While social media outlets provide unprecedented pathways for companies to engage actively with investors, both large and small, as well as with reporters, analysts, customers, suppliers and other members […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Regulation FD, SEC, Securities regulation
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