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HLS Faculty & Senior Fellows
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
Toward Effective Governance of Financial Institutions
What is meant by “governance” in the context of a financial institution (FI)? [1] Corporate governance is traditionally defined as the system by which companies are directed and controlled. The OECD Principles of Corporate Governance (2004) defines corporate governance as involving “a set of relationships between a company’s management, its board, its shareholders and other […]
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Posted in Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Financial crisis, Financial institutions, General governance, Group of 30, Systemic risk
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Skin in the Game and Moral Hazard
Formulation of optimal regulation of asset-backed securities (ABS) markets has been hindered by the inability to identify specific market failures as well as the absence of well-defined social welfare objectives. In our paper, Skin in the Game and Moral Hazard, which was recently presented at Harvard University, we develop a tractable framework for analyzing social […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Information environment, Moral hazard, Risk, Securitization, Skin in the game
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Rulemaking Petition on Disclosure of Corporate Political Spending Attracts Massive Support from over 250,000 Comments Filed with the SEC
Editor’s Note: Lucian Bebchuk is Professor of Law, Economics, and Finance at Harvard Law School. Robert J. Jackson, Jr. is Associate Professor of Law at Columbia Law School. This post is related to an SEC rulemaking petition available here and discussed on the Forum here. Bebchuk and Jackson are co-authors of Corporate Political Spending: Who […]
Click here to read the complete postLehman Bankruptcy Court Interprets Safe Harbor Protections
On April 19, 2012, the United States Bankruptcy Court for the Southern District of New York granted in part a motion to dismiss claims asserted by Lehman Brothers Holdings Inc. (together with its debtor-affiliates, “Lehman”) against JPMorgan Chase Bank, N.A (“JPMorgan”). [1] The claims at issue arose from JPMorgan’s efforts in the months leading up […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bankruptcy, Collateral, Common-law claims, In re Lehman Brothers, JPMorgan, Lehman Brothers, Safe harbor, U.S. federal courts
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The Dangers of Dual Share Classes
Executive Summary Recent issues related to dual share classes with disparate voting rights have sparked controversy at Google, News Corp, and perhaps most dramatically, radio broadcaster Emmis Communications. These examples demonstrate the dangers to investors that result when voting power does not align with economic interest—a risk indicator GMI Ratings has identified at over 200 […]
Click here to read the complete postDynamic CEO Compensation
In our paper, Dynamic CEO Compensation, which is forthcoming in the Journal of Finance, we present a fully dynamic model of CEO pay that incorporates many complex features of real-life contracting settings. In particular, it considers multiple periods, risk aversion, private saving, and short-termism. In such settings, the optimal contract is typically very complicated and […]
Click here to read the complete postChanges and Challenges at the SEC
Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s testimony before the U.S. House Committee on Financial Services, which is available (including footnotes) here. The views expressed in this post are those of Chairman Schapiro and do not necessarily reflect those of the Securities […]
Click here to read the complete postRegulatory Complexity and Uncertainty: The Capital Requirements Directive IV
Regulation is the most important factor influencing strategic change at financial institutions and is the second largest threat – after economic uncertainty – to growth prospects, according to PwC’s Annual Global CEO Survey [1]. The survey, which is in its fifteenth consecutive year, canvassed CEOs at over 250 financial institutions in 42 countries late last […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Basel Committee, Capital requirements, EU, Europe, Financial crisis, Recovery & resolution plans
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CFTC and SEC Adopt Final Definitions for Swap Participants
On April 18, 2012, the CFTC and SEC adopted final rules [1] to further define the terms “swap dealer,” “security-based swap dealer,” “major swap participant,” “major security-based swap participant,” and “eligible contract participant.” [2] The rules initially establish the threshold for the de minimis exclusion from SD registration requirements at $8 billion for swaps connected […]
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Posted in Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, SEC, Swaps, Swaps entities
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Campaign Contributions and Governmental Financial Management
In the paper, Campaign Contributions and Governmental Financial Management: Evidence from State Bond Pricing, which was recently made publicly available on SSRN, I study campaign-finance agency costs related to pricing in the $2.9 trillion state and local government bond market. By selecting a contributing underwriter directly, the government could incur significant costs with respect to […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Agency costs, Bonds, Campaign finance, Public finance, Underpricing
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