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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
FINRA Proposes Disclosure of Recruitment Practices
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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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Compensation disclosure, Financial institutions, FINRA, Private placements, SEC
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Risk Modeling at the SEC: The Accounting Quality Model
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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Posted in Accounting & Disclosure, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, GAAP, Risk, SEC
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Guidance for Target Boards
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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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Merger litigation, Target firms
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ISS, Glass Lewis, and the 2013 Proxy Season
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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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Glass Lewis, ISS, Proxy season, Proxy voting, QuickScore
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Ex-Ante Severance Pay Contracts and Optimal Executive Incentive Schemes
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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Posted in Academic Research, Executive Compensation
Tagged Contracts, Executive Compensation, Executive turnover, Incentives, Optimal contracting, Severance
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2013 Compensation & Governance Outlook Report
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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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Compensation disclosure, Corporate governance, Equilar
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Governance Insights for 2012 — Canada
Executive Summary In our annual review of the topics shaping governance today, we consider the ideas that will trend in boardrooms across Canada for months and years ahead. The dominant theme is the shareholder. Directors need look no farther than the events of 2012 to convince them that shareholders have the power to seize the […]
Click here to read the complete postRulemaking Petition Calls for Modernization of Section 13 Reporting Rules
NYSE Euronext, the Society of Corporate Secretaries and Governance Professionals and the National Investor Relations Institute have jointly filed a rulemaking petition with the SEC, seeking prompt updating to the reporting rules under Section 13(f) of the Securities Exchange Act of 1934, as well as supporting a more comprehensive study of the beneficial ownership reporting […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Beneficial owners, Reporting regulation, Schedule 13D, SEC, SEC rulemaking
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Corporate Transparency on Bank Risk-Taking and Banking System Fragility
The recent financial crisis and the ensuing economic slowdown have heightened the importance of better understanding the interconnectedness between the industrial and banking sectors. While several recent studies undertake this endeavor, the transmission mechanism in these studies is almost always from the banking sector to the industrial sector. In contrast, in our paper, The Effect […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis
Tagged Banks, Financial crisis, Risk-taking, Transparency
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Don’t Make Poison Pills More Deadly
Editor’s Note: Lucian Bebchuk, professor of law, economics and finance at Harvard Law School, is co-author (with Robert J. Jackson Jr.) of The Law and Economics of Blockholder Disclosure. This post draws on Professor Bebchuk’s New York Times DealBook column Don’t Make Poison Pills More Deadly. In a column published today on the New York […]
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Posted in Op-Eds & Opinions, Program News & Events, Securities Regulation
Tagged Blockholders, Outside shareholders, Poison pills, Schedule 13D, SEC, Shareholder activism
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