-
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
Lessons Learned So Far During the 2012 Proxy Season
As we reach the peak of the 2012 proxy filing season, we are continuing to monitor the following developments: What are the overall vote results? Of the first 1,656 companies to report the results of say-on-pay proposals, approximately: 70 percent have passed with more than 90 percent support; 21 percent have passed with between 70 […]
Click here to read the complete postLarge Trader Reporting Rule
On April 23, 2012, the US Securities and Exchange Commission (“SEC”) issued an order temporarily exempting registered broker-dealers from the Large Trader Identification requirements under Rule 13h-1 (the “Rule”). [1] This temporary exemption was issued in anticipation of the Rule’s original effective date of April 30, 2012, providing covered broker-dealers with additional time to ensure […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Large traders, Rule 13h-1, SEC
Comments Off on Large Trader Reporting Rule
CEO Characteristics and Firm Responses to Pressures for Disclosure
In the paper, Difference in Degrees: CEO Characteristics and Firm Responses to Pressures for Disclosure, which was recently made publicly available on SSRN, we extend existing theory by examining how managerial attributes influence firm’s strategic responses to environmental issues. We argue that the characteristics of the CEO play an important role in the extent to […]
Click here to read the complete postA Growing Divide Between Compliance Have’s and Have-Not’s
In Semi-Tough: A Short History of Compliance and Ethics Program Law, presented at a May 2012 RAND Symposium on Corporate Culture and Ethical Leadership Under the Federal Sentencing Guidelines: What Should Boards, Management and Policymakers Do Now, I explore the legacy of the Federal Sentencing Guidelines for Organizations (“FSGO”) with respect to compliance and ethics […]
Click here to read the complete postBinding Say on Pay in the UK
Earlier this year we reported on the UK Government’s proposals to give shareholders of companies greater influence over executive pay through the use of binding votes. Since the draft proposals were announced the UK has seen the so-called “Shareholder Spring” with majority votes against remuneration reports under the current ‘advisory’ (non-binding) regime at Aviva, Cairn […]
Click here to read the complete postThe End of the Era of the Corporate Interlock Network
In the paper, Who Killed the Inner Circle? The End of the Era of the Corporate Interlock Network, which was recently made publicly available on SSRN, I show that the American board interlock network has changed in fundamental ways. Throughout the 20th century, the American board interlock network—in which companies are linked by shared board […]
Click here to read the complete postAdvancing Board-Shareholder Engagement
On April 26, 2012, representatives of four large, North American institutional investors met with five experienced non-executive directors of major, global corporations to explore the important topic of how corporate boards and their members should appropriately engage with shareholders. This topic has attracted great interest in recent years, triggering a fair amount of animated discussion, […]
Click here to read the complete postJuly 2012 Dodd-Frank Progress Report
This posting, the July 2012 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 Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital requirements, Dodd-Frank Act, Resolution authority, SEC, SEC rulemaking
Comments Off on July 2012 Dodd-Frank Progress Report
Independence Rules for Compensation Committees and Advisers
Yesterday, the SEC adopted final rules to implement the Dodd-Frank Act’s requirements regarding the independence of compensation committees and their advisers. For the most part, the SEC made few changes from the proposed rules, which in turn hewed very closely to the requirements of the statute. The national securities exchanges will have 90 days from […]
Click here to read the complete postMarket Reaction to Corporate Press Releases
In our paper, Market Reaction to Corporate Press Releases, we provide a comprehensive investigation of how financial markets process various types of corporate news. The study argues that the importance of firm-level announcements should be assessed not only by investigating immediate stock price reactions but also by assessing their effect on firms’ informational environment. This […]
Click here to read the complete post