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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
Advancing 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™, […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital requirements, Dodd-Frank Act, Resolution authority, SEC, SEC rulemaking
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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 postCorporate Governance Activism: Here To Stay?
We have been observing the corporate governance movement in the United States for the past several years. Share voting decision makers at most institutional investors inhabit an alternate universe from investment decision makers. [1] Two incompatible economic and philosophical belief systems drive these alternate universes: Investing professionals, overwhelmingly, are rationally apathetic about exercising the voting […]
Click here to read the complete postTime To Retire Trust Preferred Securities
Recently, the Federal Reserve Board issued a Notice of Proposed Rulemaking (NPR) to implement new capital rules consistent with Basel III, including the Collins Amendment requirement to phase out Tier 1 capital treatment of trust preferred securities (TruPS) for larger institutions. The NPR provides an opportunity for financial institutions to redeem at par many series […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital requirements, Federal Reserve, TruPS
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The Sources of Value Destruction in Acquisitions by Entrenched Managers
In our paper, The Sources of Value Destruction in Acquisitions by Entrenched Managers, forthcoming in the Journal of Financial Economics, we identify how acquisitions by entrenched managers destroy value. Managerial entrenchment is often seen as worsening corporate governance and facilitating agency-motivated investments. We analyze the role of entrenchment in acquisitions by (not for) entrenched firms. […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Entrenchment, Firm valuation, Overbids, Target firms
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U.S. Regulators Penalize Fund Advisers
In recent enforcement actions, fund advisers have run afoul of U.S. regulatory authorities. In a case involving the U.S. Foreign Corrupt Practices Act (“FCPA”), an individual, but not the company, was charged. On the other hand, in a proceeding before the Office of Foreign Assets Control (“OFAC”), a U.S. company was penalized for the action […]
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Posted in Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Compliance & ethics, FCPA, Financial advisers, Private funds, SEC, Securities enforcement
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Learning Mores and Board Evaluations
In the paper, Learning Mores and Board Evaluations – Soft Controls in Corporate Governance, which was recently made publicly available on SSRN, I argue that the prevailing boardroom mores, the unwritten rules, are at one end of having an impact on board effectiveness. Legislation, the more tangibly written rules, is at the other end. In […]
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