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

Endogeneity and the Dynamics of Internal Corporate Governance

In our forthcoming Journal of Financial Economics paper, Endogeneity and the Dynamics of Internal Corporate Governance, we use a well-developed dynamic panel generalized method of moments (GMM) estimator to alleviate endogeneity concerns in two aspects of corporate governance research: the effect of board structure on firm performance and the determinants of board structure. It is […]

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ISS Influence on 2012 Shareholder Voting

Corporate America’s proxy season—when companies hold annual meetings and shareholders vote on various proposals submitted to them on proxy statements—is now under way. As of March 15, 51 of the largest 200 companies by revenues, as ranked by Fortune magazine, had announced their annual meetings and mailed proxy materials to shareholders. Of those companies, 11 […]

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Posted in Corporate Elections & Voting, Practitioner Publications | Tagged , , , , , , , | 1 Comment

Proposals for Auditor Independence and Audit Firm Rotation

It is an honor for me to participate in the Public Company Oversight Board’s public meeting to discuss proposals to enhance auditor independence, objectivity and professional skepticism, including the potential of imposing rules setting a maximum term limit for audit relationships. Sadly, many people in official Washington seem prepared to jettison the interests of investors […]

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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Speeches & Testimony | Tagged , , , , , | 1 Comment

Securities Class Action Settlements

There were 65 court-approved securities class action settlements involving $1.4 billion in total settlement funds in 2011—the lowest number of approved settlements and corresponding total settlement dollars in more than 10 years, according to Securities Class Action Settlements—2011 Review and Analysis, an annual report by Cornerstone Research. The number of settlements approved in 2011 decreased […]

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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement | Tagged , | 1 Comment

Equity Risk Incentives and Corporate Tax Aggressiveness

In our forthcoming Journal of Accounting Research paper, Equity Risk Incentives and Corporate Tax Aggressiveness, we examine equity risk incentives as one determinant of corporate tax aggressiveness. As noted by Shevlin [2007], we have an incomplete understanding of why some firms are more tax aggressive than others. Prior accounting research finds that corporate tax avoidance […]

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Giving Shareholders a Voice

Editor’s Note: Lucian Bebchuk is a Professor of Law, Economics, and Finance and Director of the Shareholder Rights Project (SRP) at Harvard Law School. This post is based on an op-ed article by Professor Bebchuk published today in the New York Times DealBook, available here. The post responds to a critique of the SRP’s activities […]

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Posted in Boards of Directors, Corporate Elections & Voting, Program News & Events | Tagged , , , | 1 Comment

April 2012 Dodd-Frank Progress Report

This posting, the April 2012 Davis Polk Dodd-Frank Progress Report, is the thirteenth 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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Investor Horizons and Corporate Cash Holdings

It is well known that the separation of ownership and control in public firms causes tension between investors and managers. These so-called “agency problems” are particularly pronounced in the use of corporate cash holdings because it is both easy for managers to misuse cash and hard for investors to evaluate the appropriateness of mangers’ use […]

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Learning and the Disappearing Association between Governance and Returns

The Journal of Financial Economics has recently accepted for publication our study, Learning and the Disappearing Association between Governance and Returns. The paper, which was earlier issued as a working paper of the Program on Corporate Governance, is available here. Our study seeks to explain a pattern that has received a great deal of attention […]

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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, HLS Research | Tagged , , , | 1 Comment

Hedge Fund Activism in Technology and Life Science Companies

Hedge fund activism has received a lot of attention in the legal and financial communities since the middle of the last decade, and has been identified as a major threat to U.S. public companies. Some of the early literature suggested that hedge funds avoid companies with high levels of R&D (such as technology and life […]

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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications | Tagged , , | 1 Comment