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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
2012 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” […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Deferred prosecution agreements, DOJ, Non-prosecution agreement, SEC, SEC enforcement
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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 […]
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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
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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 […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Executive Compensation
Tagged Board monitoring, Boards of Directors, Disclosure, Executive Compensation, Management, Pay for performance
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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 […]
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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
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Characteristics of FDIC Lawsuits against Directors and Officers
This is the fourth in a series of reports that analyzes the characteristics of professional liability lawsuits filed by the Federal Deposit Insurance Corporation (FDIC) against directors and officers of failed financial institutions. Lawsuits may also be filed by the FDIC against other related parties, such as accounting firms, law firms, appraisal firms, or mortgage […]
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Editor’s Note: The following post comes to us from Bruce Karpati, chief of the Division of Enforcement, Asset Management Unit, at the U.S. Securities and Exchange Commission. This post is based on Mr. Karpati’s recent remarks before the Regulatory Compliance Association, which are available here. The views expressed in this post are those of Mr. Karpati […]
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Posted in Regulators Materials, Securities Litigation & Enforcement, Speeches & Testimony
Tagged Asset management, Compliance & ethics, Fiduciary duties, Fund managers, Hedge funds, Investment advisers, SEC, Securities enforcement
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Implications of New U.S. Derivatives Regulations on End-Users of Swaps
Introduction In the wake of the financial crisis, both the U.S. and the EU have enacted legislation to regulate the “over-the-counter” (“OTC”) swaps market and are in the process of adopting implementing rules that will make such legislation fully effective. In the U.S., Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act […]
Click here to read the complete postInternal Governance and Real Earnings Management
In the paper, Internal Governance and Real Earnings Management, which was recently made publicly available on SSRN, we examine whether key subordinate executives can restrain the extent of real earnings management. We focus on key subordinate executives, i.e., the top five executives with the highest compensation other than the CEO, because we hypothesize that they are […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Decision-making, Earnings management, Executive Compensation, General governance, Management
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2012 Trends in Securities Class Actions
The Steady Stream of Filings Has Continued Throughout 2012 The steady stream of federal securities class actions has continued unabated throughout 2012. [1] Through the end of November, 195 securities class actions were filed in federal courts—a pace that, if continued through December, would lead to a total of 213 cases for the full year. […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Securities litigation, U.S. federal courts
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Runaway MAC Carve-outs
The definition of “material adverse change” plays a critical role in public company merger agreements, effectively defining the situations in which a buyer may walk away from the transaction. There is significant case law defining what is (or, much more commonly, what is not) a material adverse change, but the case law only serves to […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Adverse effects, Risk, Target firms
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