Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

May 2012 Dodd-Frank Progress Report

This posting, the May 2012 Davis Polk Dodd-Frank Progress Report, is the fourteenth 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 […]

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Board Structure and Monitoring

In the paper, Board Structure and Monitoring: New Evidence from CEO Turnover, which was recently made publicly available on SSRN, we provide new evidence on the potential benefits of SOX and ensuing new exchange listing rules and the effectiveness of monitoring by independent directors. Although many researchers, regulators and investors believe that increasing the representation […]

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Posted in Academic Research, Boards of Directors, Empirical Research, Financial Regulation | Tagged , , , , | 1 Comment

Harvard M&A Roundtable Meets to Discuss the State of Delaware Corporate Law

The Harvard Law School Program on Corporate Governance hosted a meeting of the M&A roundtable last Thursday, May 10. The M&A Roundtable, which is supported by the Corporation Service Company, brought together many of the country’s leading M&A experts and practitioners. Participants in the Roundtable engaged in a discussion with Chancellor Leo Strine of the […]

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“Toehold” Stakes in Target Firms

Whether or not to acquire a minority or “toehold” stake in a public company as a preliminary step towards a future business combination has been the subject of tactical debate for many years. Proponents argue that a toehold can be used by a potential bidder to convey its serious intent or, if necessary, as a […]

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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Regulation | Tagged , | 1 Comment

Search for Auditors; Don’t Rotate

Editor’s Note: Robert Pozen is a senior lecturer at Harvard Business School and a senior fellow at the Brookings Institution. This post is based on an article by Mr. Pozen that originally appeared in Pensions & Investments. In March, the Public Company Accounting Oversight Board held hearings about whether to require public companies to change […]

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Posted in Accounting & Disclosure, Financial Regulation, Op-Eds & Opinions | Tagged , , , , | 2 Comments

Federal Reserve Clarifies Deadline for Volcker Rule Compliance

The Federal Reserve issued a statement last week clarifying that it will interpret the Volcker Rule to afford banking entities the full two-year period provided by the statute to conform their activities and investments to the Rule’s prohibitions and restrictions. The financial services industry should welcome this alternative to curtailing trading and investment activities earlier […]

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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation | Tagged , , , | 1 Comment

The Role of Institutional Investors in Voting

In the paper, The Role of Institutional Investors in Voting: Evidence from the Securities Lending Market, which was recently made publicly available on SSRN, we use a unique setting to examine if institutional investors influence firm-level corporate governance through proxy voting. Understanding institutional investor preferences regarding corporate governance is important for firms trying to attract […]

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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors | Tagged , , , , | Comments Off on The Role of Institutional Investors in Voting

Benefit Corporations vs. “Regular” Corporations: A Harmful Dichotomy

In less than two years, seven states, including New York, New Jersey and California, have enacted laws creating a new hybrid type of corporation designed for businesses that want to simultaneously pursue profit and benefit society. Advocates for this new type of entity—typically called a benefit corporation, or B Corp– say that it fills a […]

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Posted in Corporate Social Responsibility, Op-Eds & Opinions, Practitioner Publications, Securities Regulation | Tagged , , , | 2 Comments

The Need for Improved Cost-Benefit Analysis of Dodd-Frank Rulemaking

Thank you for permitting me to testify before you today on cost-benefit analysis conducted by the Securities Exchange Commission (SEC). I am speaking today on behalf of the Committee on Capital Markets Regulation (Committee), of which I am the Executive Director for Research. The Committee has, since its 2006 Interim Report, [1] strongly supported improved […]

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Posted in Empirical Research, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , , , | 1 Comment

CEO Succession Practices

In our study, CEO Succession Practices (2012 Edition), which The Conference Board recently released, we document and analyze 2011 cases of CEO turnover at S&P 500 companies. The study is organized in four parts. Part I: CEO Succession Trends (2000-2011) illustrates year-by-year succession rates and examines specific aspects of the succession phenomenon, including the influence […]

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Posted in Boards of Directors, Empirical Research, Practitioner Publications | Tagged , , , | 1 Comment