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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Allison Bennington Joins PCG’s Advisory Board
The Forum is pleased to announce that Allison A. Bennington, General Counsel and a Partner of ValueAct Capital, joined the Advisory Board of the Harvard Law School Program on Corporate Governance. She joins the existing members of the Board: William Ackman, Peter Atkins, Joseph Bachelder, Richard Breeden, Richard Climan, Isaac Corré, John Finley, Stephen Fraidin, […]
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Posted in Program News & Events
Tagged Program on Corporate Governance, ValueAct Capital
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Delaware Court Considers Conflicts of Interest in M&A
On February 29, 2012, Chancellor Strine of the Delaware Court of Chancery issued an opinion that is highly critical of the sale process run by El Paso Corporation in connection with its $21.1 billion acquisition by Kinder Morgan, Inc. See In re El Paso Corporation Shareholder Litigation, No. 6949-CS (Delaware Court of Chancery). The Court […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Conflicts of interest, Delaware cases, Delaware law
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Unintended Consequences of the STOCK Act
On February 16, 2012, the House of Representatives sent its version of the Stop Trading on Congressional Knowledge Act (the “STOCK Act”) to the Senate for reconciliation. Although it remains to be seen how the two bodies will resolve their differences, the core of the legislation will amend the securities laws to forbid members of […]
Click here to read the complete postGlobalizing the Boardroom
In the paper, Globalizing the Boardroom – The Effects of Foreign Directors on Corporate Governance and Firm Performance, forthcoming in the Journal of Accounting and Economics as published by Elsevier we examine independent directors of U.S. firms who are based in foreign countries, and investigate how their geographic location affects their ability to perform their […]
Click here to read the complete postWhat’s Next for the Volcker Rule?
The Volcker Rule has been only a skeleton in statutory form, but now is beginning to take shape as proposed regulations would flesh out its requirements. Now that the comment period on the proposed regulations has ended, a survey of the substantive suggestions for change displays a variety of approaches, but at least the financial […]
Click here to read the complete postMarch 2012 Dodd-Frank Progress Report
This posting, the March 2012 Davis Polk Dodd-Frank Progress Report, is the twelfth 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 Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Consumer Protection Bureau, Dodd-Frank Act, SEC rulemaking, Swaps entities, Systemic risk
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The Political Economy of Dodd-Frank
For a number of years, commentators have noted that securities “reform” legislation seems to be passed only in the wake of major stock market crashes, with this pattern dating back to the South Sea Bubble. Some have argued that this pattern demonstrates the undesirability of such legislation, arguing that laws passed after a market crash […]
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Posted in Academic Research, Financial Regulation, Securities Regulation
Tagged Basel Committee, Dodd-Frank Act, Financial reform, Public perception, Securities regulation, SOX
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Shining a Light on Expenditures of Shareholder Money
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on remarks by Commissioner Aguilar at the Practising Law Institute’s SEC Speaks in 2012 Program; the full remarks, including footnotes, are available here. The views expressed in the post are those of Commissioner Aguilar and do […]
Click here to read the complete postCorporations and Political Spending: A New Lobbying Focus in the 2012 Proxy Season
We are on the cusp of the 2012 spring corporate annual meeting season, where the headline issue is political spending in this election year. The primary focus for investor activists until now has been campaign spending, but this year investor activists also want more transparency about lobbying, in a big new development. This speaks to […]
Click here to read the complete postEarnings Management from the Bottom Up
In our paper, Earnings Management from the Bottom Up: An Analysis of Managerial Incentives below the CEO, which was recently made publicly available on SSRN, we analyze all components of compensation packages for CEOs and for managers at levels below that of the CEO. Pay-for-performance contracts are a critical instrument to align the interests of […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, Executive Compensation
Tagged Earnings management, Executive Compensation, Incentives, Pay for performance
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