-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
2012 Annual Corporate Governance Review
The Rise of Engagement in the 2012 Proxy Season For many years Georgeson’s Annual Corporate Governance Review has promoted the concept of engagement between public companies and their institutional investors. While Georgeson has noticed increased engagement, the nature of the engagement has generally been incremental and devoted to specific governance and compensation issues from year […]
Click here to read the complete post
Posted in Institutional Investors, Practitioner Publications, Program News & Events
Tagged General governance, Georgeson, Institutional Investors, Proxy season, Public firms, Shareholder communications, Shareholder Rights Project
Comments Off on 2012 Annual Corporate Governance Review
Putting Stockholders First, Not the First-Filed Complaint
The prevalence of settlements in class and derivative litigation challenging mergers and acquisitions in which the only payment is to plaintiffs’ attorneys suggests potential systemic dysfunction arising from the increased frequency of parallel litigation in multiple state courts. After examining possible explanations for that dysfunction, and the historical development of doctrines limiting parallel state court […]
Click here to read the complete post
Posted in Academic Research, Court Cases, HLS Research, Mergers & Acquisitions
Tagged Choice of Law, Class actions, Derivative suits, Forum selection, Incorporations, Shareholder suits
Comments Off on Putting Stockholders First, Not the First-Filed Complaint
January 2013 Davis Polk Dodd-Frank Progress Report
This posting, the January 2013 Davis Polk Dodd-Frank Progress Report, is one in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Federal Reserve, Financial institutions, Foreign banks, SEC, Securities regulation
Comments Off on January 2013 Davis Polk Dodd-Frank Progress Report
Matching Directors with Firms
Although the structure of the board of directors has been the topic of considerable debate and academic research over the past two decades, much of this prior literature focuses on aggregate measures of board composition such as board size or the fraction of independent outside directors. More recent studies recognize that directors with differing backgrounds […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors
Tagged Board composition, Boards of Directors, Spinoffs
Comments Off on Matching Directors with Firms
Italy Introduces a Financial Transaction Tax as of 2013
On December 21, 2012, the Italian Parliament approved the budget law for 2013 (the “Budget Law”) contemplating, among other things, the introduction of a new tax applicable to certain financial transactions (the “Financial Transaction Tax” or “FTT”). While the Budget Law includes an articulate regime of the FTT, ”some of its features will be set […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Derivatives, Financial institutions, Financial regulation, Securities regulation, Taxation, Transaction tax
Comments Off on Italy Introduces a Financial Transaction Tax as of 2013
Business Ethics in Emerging Markets and Investors’ Expectations Standards
Ethics is in origin the art of recommending to others the sacrifices required for cooperation with oneself.” Bertrand Russell Since the publication of its Statement and Guidance on Anti-Corruption Practices in 2009, the ICGN has actively advocated the fight against bribery and corruption as a fundamental component of the corporate governance agenda. The Statement and […]
Click here to read the complete post2012 Year-End Update on Corporate Deferred Prosecution and Non-Prosecution Agreements
“Over the last decade, DPAs [Deferred Prosecution Agreements] have become a mainstay of white collar criminal law enforcement,” Lanny Breuer, the head of the U.S. Department of Justice’s Criminal Division, declared on September 13, 2012. Corporate Deferred Prosecution Agreements (“DPAs”) and Non-Prosecution Agreements (“NPAs”) (collectively, “agreements”) have, in Mr. Breuer’s words, ameliorated the “stark choice” […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Deferred prosecution agreements, DOJ, Non-prosecution agreement, SEC, SEC enforcement
Comments Off on 2012 Year-End Update on Corporate Deferred Prosecution and Non-Prosecution Agreements
Dodd-Frank Implementation: Navigating the Road Ahead
In 2013, banking organizations, securities firms, insurance companies, and other participants in the financial services industry should stop to consider how the implementation of the Dodd-Frank Act has unfolded and to plan for new compliance duties that will or are likely to take effect. Regulators likewise would be advised to take a step back themselves […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Dodd-Frank Act, Financial institutions, Financial reform, Financial regulation, Regulators, Securities regulation
Comments Off on Dodd-Frank Implementation: Navigating the Road Ahead
The Effect of Disclosure on the Pay-Performance Relation
An important task for boards is to oversee executive compensation. The effectiveness of boards in carrying out this monitoring responsibility, however, is widely debated. In the paper, The Effect of Disclosure on the Pay-Performance Relation, forthcoming in the Journal of Accounting and Public Policy, we argue that disclosure improves board effectiveness. First and as a […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Executive Compensation
Tagged Board monitoring, Boards of Directors, Disclosure, Executive Compensation, Management, Pay for performance
Comments Off on The Effect of Disclosure on the Pay-Performance Relation
How to Address ISS & Glass Lewis Policy Changes
Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. have each made several important revisions to their proxy voting policies for the 2013 proxy season. ISS released new and updated FAQs relating to application of ISS proxy voting policies to compensation (including peer groups and realizable pay), board responsiveness to shareholder proposals, hedging and […]
Click here to read the complete post
Posted in Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Glass Lewis, ISS, Proxy season, Proxy voting, Shareholder proposals
Comments Off on How to Address ISS & Glass Lewis Policy Changes