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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
Regulation of the Investment Advisers
Editor’s Note: Daniel M. Gallagher is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a statement from Commissioner Gallagher; the full speech, including footnotes, is available here. The views expressed in the post are those of Commissioner Gallagher and do not necessarily reflect those of the Securities and Exchange […]
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Posted in Securities Regulation, Speeches & Testimony
Tagged Compliance officer, Dodd-Frank Act, Investment advisers, Investment Advisers Act, SEC, Securities regulation
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The SEC is Now Actively Considering the Rulemaking Petition on Corporate Political Spending
According to a WSJ.com report, the Director and Deputy Director of the SEC’s Division of Corporate Finance indicated that the Division is now actively considering a rulemaking petition that was submitted by a committee of ten law professors that we co-chaired. The petition urged the SEC to adopt rules that would require public companies to […]
Click here to read the complete postLitigating Post-Close Merger Cases
Shareholder lawsuits over mergers are as ubiquitous as they are meritless. The incidence of suits over public-company acquisitions rounds to always. It doesn’t matter how high the premium or how clean the deal: someone (usually, one of the same someones) will sue. The frequency of merger lawsuits has increased steadily over time. What has changed […]
Click here to read the complete postRevaluation of Targets after Merger Bids
Mergers are among the largest and most disruptive events in a corporation’s lifetime. The proper assessment of their value implications has been of foremost interest to policy-makers and academic researchers alike. Much of the research on mergers and acquisitions aims to assess which transactions create, or destroy, how much shareholder value, including a recent debate […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Firm valuation, Target firms
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Giving Good Guidance: What Every Public Company Should Know
Every public company must decide whether and to what extent to give the market guidance about future operating results. Questions from the buy side will begin at the IPO road show and will likely continue on every quarterly earnings call and at investor meetings and conferences between earnings calls. The decision whether to give guidance […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Audit committee, Earnings announcements, Management, Public firms, Securities regulation
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Financial Reporting Frequency, Information Asymmetry, and the Cost of Equity
In our paper, Financial Reporting Frequency, Information Asymmetry, and the Cost of Equity, forthcoming in the Journal of Accounting and Economics, we examine the impact of financial reporting frequency on information asymmetry and the cost of equity. While it may seem obvious that more frequent disclosures will reduce information asymmetry and the cost of equity, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Financial reporting, Information asymmetries
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ISS Proposes 2013 Voting Policy Updates
On Tuesday, October 16, Institutional Shareholder Services (ISS) proposed updates to its proxy voting guidelines for the 2013 proxy season. ISS’s proposed policy would: Recommend voting against boards of directors who do not act on shareholder proposals that were approved by the vote of a majority of shares cast in the prior year; Revise ISS’s […]
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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Executive Compensation, Institutional Investors, ISS, Proxy season, Proxy voting, Say on pay, Shareholder proposals
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The Relation between CEO Compensation and Past Performance
Most of the empirical work on executive compensation investigates the role of contemporaneous performance measures in setting cash compensation, ignoring the relevance of past performance measures and the structure of cash compensation. In our paper, The Relation between CEO Compensation and Past Performance, forthcoming in The Accounting Review, we focus on the relation between cash […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Adverse selection, Bonuses, Executive Compensation, Executive performance, Moral hazard, Performance measures
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Lucian Bebchuk and Martin Lipton to Debate Blockholder Regulation
Next Tuesday, November 13, the Conference Board will host a debate in New York City between Lucian Bebchuk, a professor of Law, Economics and Finance at Harvard Law School, and Martin Lipton, a founding partner of Wachtell, Lipton, Rozen & Katz (WLRK) on the regulation of outside blockholders. Those interested in attending the debate can […]
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Posted in Academic Research, Corporate Elections & Voting, Program News & Events
Tagged Reporting regulation, Schedule 13D, SEC, Shareholder power, The Conference Board
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Istanbul Stock Exchange Moves First on Mandatory Electronic Voting
Abstract Turkey’s New Company Law paved the way for its national stock exchange to be the first in the world to require the issuers change their company statutes in order to allow electronic participation and voting at their general assemblies. A recent regulation mandated all listed companies to use a single electronic portal to allow […]
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