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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 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
EU 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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The Costs of a Combined Chair/CEO
The two most authoritative positions in a boardroom are the CEO and the chairman. However, when these roles are combined, all the authority is vested in one individual; there are no checks and balances, and no balance of power. The CEO is charged with monitoring him or herself, presenting an obvious conflict of interest. Indeed, […]
Click here to read the complete postPension Funds as Owners and Investors
Editor’s Note: Luis A. Aguilar is a commissioner at the U.S. Securities and Exchange Commission. This post is based on a Commissioner Aguilar’s keynote address before the NAPPA 2012 Legal Education Conference; the full address, including footnotes, is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily […]
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Posted in Financial Regulation, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Audits, Dodd-Frank Act, Institutional Investors, Institutional monitoring, Investor protection, Pension funds, SEC
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Multinationals and the High Cash Holdings Puzzle
In the paper, Multinationals and the High Cash Holdings Puzzle, which was recently made publicly available on SSRN, we investigate whether the cash holdings of American companies are abnormally high after the financial crisis and whether these cash holdings can be explained by the theories summarized in the previous paragraph. We show that the extent […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Cash reserves, Financial crisis, Multinationals, R&D
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Hedging Under the Volcker Rule
Debate continues around the proposed regulations to implement the Volcker Rule, most lately around its provisions related to permitted hedging activities. As the Committee on Capital Markets Regulation (CCMR) has commented in the past, the proposed regulations should be appropriately constructed to address activities that are specifically permitted under Dodd-Frank, including market-making, underwriting and hedging. […]
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