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

Nonprofit Corporate Governance: The Board’s Role

Governing boards in the for-profit and nonprofit contexts share many legal precepts: the oversight role, the decision-making power, their place in the organizational structure, and their members’ fiduciary duties. But in the nonprofit setting, misconceptions about corporate governance abound. Are board members primarily fundraisers? Cheerleaders? A rubber stamp to legitimize the actions and decisions of […]

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

Analyzing Global Proxy Voting Practices

Fiscal year 2011 witnessed the SBA’s shift from domestic and foreign asset classes, to a combined global equity portfolio, with a heavier international equity weighting and a more balanced U.S. exposure. With the recent structural changes, the proportion of SBA assets invested in foreign equity markets will continue to rise, and a significant proportion may […]

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Posted in Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , | 1 Comment

CFTC Proposes Block Size Rules for Swaps

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) added Section 2(a)(13)(A) to the Commodity Exchange Act (the “CEA”), which requires the Commodity Futures Trading Commission (the “CFTC” or the “Commission”) to prescribe rules concerning the real-time reporting of swap transaction and pricing data. These rules are intended to provide transparency […]

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Posted in Derivatives, Practitioner Publications, Securities Regulation | Tagged , , , , , | 1 Comment

Mandatory IFRS Reporting and Changes in Enforcement

In our paper, Mandatory IFRS Reporting and Changes in Enforcement, which was recently made publicly available on SSRN, we examine the underlying sources of the capital-market benefits around the introduction of mandatory IFRS reporting. Prior work finds significant capital market benefits and also shows that the effects around IFRS adoption are significantly stronger in countries […]

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Posted in Academic Research, Accounting & Disclosure, Financial Regulation, International Corporate Governance & Regulation | Tagged , , , | 1 Comment

Section 13(d) Reporting Requirements Need Updating

A year has passed since Wachtell, Lipton, Rosen & Katz submitted a petition to the U.S. Securities and Exchange Commission requesting that it update its Schedule 13D reporting requirements to “clos[e] the Schedule 13D ten-day window between crossing the 5 percent disclosure threshold and the initial filing deadline, and adopt[] a broadened definition of ‘beneficial […]

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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation | Tagged , , , , | 2 Comments

Say on Pay: Who Is Watching the Watchmen?

This column looks at four circumstances having special impact on the governance of executive pay today and then focuses on one of them, proxy advisers (with particular attention to the largest one, Institutional Shareholder Services (ISS)). It concludes with suggestions as to steps that might be taken to better regulate proxy advisers. Four Influential Factors […]

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Posted in Corporate Elections & Voting, Executive Compensation, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , , , | 1 Comment

Risk-taking by Banks

Excessive risk-taking by banks is widely blamed as a primary factor behind the financial meltdown of 2007-2008. Yet, not much work has been done on whether banks fundamentally changed their risk-taking behavior prior to the crisis, nor has much formal work been done on whether banks’ risk-taking was “excessive” in any way. In our paper, […]

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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation | Tagged , , , , , | Comments Off on Risk-taking by Banks

Thirty-Six Precatory Declassification Proposals Going to a Vote at Annual Meetings

Editor’s Note: Professor Lucian Bebchuk is the Director of the Harvard Law School 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. An initial […]

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Posted in Corporate Elections & Voting, HLS Research, Program News & Events | Tagged , , , , | 1 Comment

Shareholder Votes and Proxy Advisors

In the paper, Shareholder Votes and Proxy Advisors: Evidence from Say on Pay, which was recently made publicly available on SSRN, my co-authors (Yonca Ertimur of Duke University and David Oesch of the University of St. Gallen) and I examine the analyses underlying the voting recommendations issued by Institutional Shareholder Services (ISS) and Glass Lewis […]

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Posted in Academic Research, Empirical Research, Executive Compensation, Financial Regulation | Tagged , , , , | 1 Comment

The Influence of Proxy Advisory Firm Voting Recommendations

This report examines current evidence regarding the influence of third-party proxy advisory firms’ voting recommendations on shareholder proposal voting outcomes, particularly say-on-pay votes. It also presents the findings of a study, conducted by The Conference Board, NASDAQ, and the Rock Center for Corporate Governance at Stanford University, which shows that proxy advisory firms have a […]

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Posted in Corporate Elections & Voting, Empirical Research, Executive Compensation, Practitioner Publications | Tagged , , , , | 1 Comment