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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
U.K. Announces Proposals Intended to Curb Executive Compensation
On June 20, 2012, the U.K. Secretary of State for Business, Innovation and Skills Vince Cable announced a package of proposals following the U.K. government’s publication of a consultation paper in March and a consultation period that ended in April. The proposed measures, intended to curb executive pay, include: a binding shareholder vote on the […]
Click here to read the complete postCEO Overconfidence and International Merger and Acquisition Activity
In the paper, CEO Overconfidence and International Merger and Acquisition Activity, forthcoming in the Journal of Financial and Quantitative Analysis, we examine the role that CEO overconfidence plays in an explanation of international mergers and acquisitions during the period 2000-2006. Although the causes and performance of mergers have been extensively examined in the literature, few […]
Click here to read the complete postDeferred Underwriting Compensation in Public Offerings
FINRA proposes to amend Rule 5110, the Corporate Financing Rule, to permit a broader range of deferred compensation arrangements between member firms and issuers regarding future public offerings, provided the arrangements meet two significant new requirements. [1] Under the proposal, engagement letters for underwriting and financial advisory services will be permitted to include termination fees […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Exchange-traded funds, Financial advisers, FINRA, IPOs, Underwriting
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OCC Lending Limit Rules
On June 20, the Office of the Comptroller of the Currency (“OCC”) issued interim final rules (including both the interim final rule and the preamble, the “Lending Limit Release”) to implement Section 610 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Section 610 expands the statutory definition of “loans and extensions of […]
Click here to read the complete postEU Prospectus Directive: Amendment Update
The prospectus regime is being amended throughout Europe and this Alert provides (i) a summary of the key provisions of Directive 2010/73/EU (the “Amending Directive”), which amends the Prospectus Directive 2003/71/EC (the “Prospectus Directive”), and (ii) details of the related recently published delegated amending regulations, which amend the Prospectus Regulation 809/2009 (the “Prospectus Regulation”). Some […]
Click here to read the complete postCompensation Committees and Adviser Independence under Dodd-Frank
On June 20, 2012, the U.S. Securities and Exchange Commission (the “SEC”) released its final rules (the “Final Rules”) implementing Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 952 of the Dodd-Frank Act (“Section 952”) added Section 10C to the Securities Exchange Act of 1934 (the “Exchange […]
Click here to read the complete postNew Basel Disclosure Rules
Yesterday, the Basel Committee on Banking Supervision published its Compilation of Capital Disclosure Requirements (“Disclosure Rules”) setting forth a uniform scheme for Basel II banks to disclose the composition of their regulatory capital. These rules are intended to be implemented by national supervisors by June 30, 2013, and affected banks will be expected to comply […]
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Posted in Accounting & Disclosure, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Basel Committee, Capital requirements, Disclosure
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Managing Agency Problems in Early Shareholder Capitalism
In the paper, Managing Agency Problems in Early Shareholder Capitalism: An Exploration of Liverpool Shipping in the 18th Century, which was recently made publicly available on SSRN, we use historical data on Liverpool transatlantic shipping to examine the effect of equity ownership on top manager behavior. We found that the pattern of equity ownership by […]
Click here to read the complete postSEC Settlement Trends
Trends in the Number of Settlements The SEC’s promise to hold more individuals accountable was realized in 1H12 in a 20% jump in the number of SEC settlements with individuals. The SEC settled 286 cases with individuals in the first half of this year, putting it on pace for 572 settlements in FY12, which would […]
Click here to read the complete postSay on Pay 2012
The following are our observations on the second year of mandatory “say on pay” votes for U.S. public companies under Dodd-Frank thus far this proxy season. Results of Vote. As of June 25, 2012, of the companies that have reported results for 2012, 54 have failed their say on pay votes. This is an increase […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Director liability, Executive Compensation, ISS, Proxy season, Say on pay
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