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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
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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Seventeen Boards of S&P 500 Companies Already Declassified Following Agreements with SRP-Represented Investors
Editor’s Note: Professor Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), and Scott Hirst is the SRP’s Associate Director. Any views expressed and positions taken by the SRP and its representatives should be attributed solely to the SRP and not to Harvard Law School or Harvard University. Already at this stage of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Program News & Events
Tagged Classified boards, Precatory proposals, Shareholder proposals, Shareholder Rights Project, Staggered boards
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SEC Not Pursuing Mandatory Proxy Access at this Time
Testifying recently before a House Financial Services subcommittee, SEC Chairman Mary Schapiro stated that, because of capacity constraints, proposing a revised mandatory rule on shareholder access to company proxy materials is “not on the Commission’s immediate agenda.” She noted, however, that the issue is one that the SEC will “continue to look at over time.” […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Proxy access, Proxy season, Rule 14a-11, SEC, SEC rulemaking, Shareholder proposals
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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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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CFTC, Dodd-Frank Act, FDIC, SEC, Swaps, Treasury Department
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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 […]
Click here to read the complete postHarvard 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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Posted in Mergers & Acquisitions, Program News & Events
Tagged Program on Corporate Governance
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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 […]
Click here to read the complete postSearch 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 Audit rotation, Audits, EU, External auditors, PCAOB
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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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