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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
SEC 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. […]
Click here to read the complete postLessons 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 […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Large traders, Rule 13h-1, SEC
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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 […]
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