Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Large-Scale Governance Reforms in S&P 500 Companies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, February 13, 2013

Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is the SRP’s Counsel. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded […]

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ISS Governance QuickScore: Back to the Future

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, February 13, 2013

ISS, the dominant proxy advisory firm, recently unveiled its new ISS Governance QuickScore product, which will replace its Governance Risk Indicators (“GRId”) next month. ISS asserts that QuickScore is an improvement on the GRId product because it is “quantitatively driven” (with a “secondary policy-based overlay”). Using an algorithm purportedly derived from correlations between governance factors […]

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Investor Horizons and Corporate Policies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, February 13, 2013

In our paper, Investor Horizons and Corporate Policies, forthcoming in the Journal of Financial and Quantitative Analysis, we study the effect of investor horizons on corporate behavior. Institutional ownership of U.S. firms has increased dramatically during the last fifty years, and institutional investors today own the great majority of U.S. firms. However, institutional investors are […]

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Litigation of Investor Claims: State v. Federal Court

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, February 12, 2013

The Stanford Law School Securities Class Action Clearinghouse and Cornerstone Research recently released their analysis of securities class action filings in 2012. They report that 152 new securities class actions were filed last year, a 19 percent decline from the 188 new filings in 2011. Of particular interest is the observation that only thirteen cases […]

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FINRA Proposes Disclosure of Recruitment Practices

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, February 12, 2013

On January 4, 2013, FINRA published Regulatory Notice 13-02, proposing a new FINRA rule (the “proposed rule”) in connection with the recruitment compensation practices of member firms. [1] Introduction In short, the proposed rule would:

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Risk Modeling at the SEC: The Accounting Quality Model

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, February 12, 2013

Editor’s Note: The following post comes to us from Craig M. Lewis, Chief Economist and Director of the Division of Risk, Strategy, and Financial Innovation at the U.S. Securities & Exchange Commission. This post is based on Mr. Lewis’s remarks at the Financial Executives International Committee on Finance and Information Technology, available here. The views […]

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Guidance for Target Boards

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, February 11, 2013

With litigation now an inevitable feature of the deal landscape, boards evaluating the sale of their company would be well-advised to understand the variety of claims that are being made by plaintiffs in these cases, and in particular those that have gained traction with the courts. While directors taking appropriate steps to address the underlying […]

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ISS, Glass Lewis, and the 2013 Proxy Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, February 11, 2013

Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co., Inc. (“Glass Lewis”), the two major proxy advisory firms, recently released updates to their proxy voting policies for the 2013 proxy season. The ISS U.S. Corporate Governance Policy 2013 Updates (the “ISS Policy Updates”), which are available at http://issgovernance.com/policy/2013/policy_information, apply to shareholder meetings held on or […]

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Ex-Ante Severance Pay Contracts and Optimal Executive Incentive Schemes

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, February 11, 2013

In recent years, large severance payouts to executives who have been fired from poorly performing firms have attracted a great deal of attention in the popular press. There is a considerable degree of popular outrage on what seem to be egregious ex post payments that are unrelated to the executive’s performance during his tenure at […]

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2013 Compensation & Governance Outlook Report

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, February 10, 2013

Each year, Equilar looks to highlight critical areas that can potentially affect those dealing with compensation and governance issues in the upcoming year. The 2012 Compensation & Governance Outlook Report aims to cover a variety of emerging trends in the fields of executive and director pay, equity trends, and corporate governance, while also providing an […]

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