-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Say on Pay Votes and CEO Compensation
As we begin to analyze the first proxy season under “say on pay” in the US, it may be useful to review the evidence from the UK experience with say on pay. In the study, Say on Pay Votes and CEO Compensation: Evidence from the UK, co-authored with David Maber of University of Southern California […]
Click here to read the complete postCorporate Governance Practices for IPOs
This report examines the corporate governance practices of 50 U.S. companies at the time of their initial public offerings (IPOs) and finds that pressure to update governance practices at larger companies has had only a limited effect on companies at the IPO stage. To glean the governance practices of newly public companies, we analyze the […]
Click here to read the complete postDutch Court Decision Impacts Global Securities Class Actions
Recently, the Amsterdam Court of Appeal issued an important decision in the Converium case with implications for class action suits in the United States and internationally. The decision authorizes the use of the Dutch collective-settlement statute to settle disputes on a classwide, opt-out basis. Given that the U.S. Supreme Court’s decision in Morrison v. National […]
Click here to read the complete postFinancial Reporting Challenges for 2012
Reflecting the continued uncertainty and volatility of the global economic environment, this year’s financial reporting challenges center around the identification, analysis and disclosure of risks and uncertainties. Those responsible for preparing, certifying, reviewing and/or signing their companies’ forthcoming annual reports on Form 10-K should be aware of recent disclosure guidance issued by the Securities and […]
Click here to read the complete post
Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications
Tagged Compliance and disclosure interpretation, Financial reporting, PCAOB, SEC
Comments Off on Financial Reporting Challenges for 2012
Narrative Disclosure and Earnings Performance
In the paper, Narrative Disclosure and Earnings Performance: Evidence from R&D Disclosures, which was recently made publicly available on SSRN, I examine whether earnings performance relates to the quantity of narrative R&D disclosure that firms provide concurrently in their financial reports. A large body of research examines how managers’ incentives to voluntarily disclose information depend […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Earnings management, Firm performance, R&D
Comments Off on Narrative Disclosure and Earnings Performance
Bebchuk Testifies on Compensation at Large Financial Firms
Editor’s note: Lucian Bebchuk is Professor of Law, Economics, and Finance and Director of the Corporate Governance Program at Harvard Law School. The Program has issued several studies on compensation authored or co-authored by Professor Bebchuk, including Regulating Bankers’ Pay, Paying for Long-Term Performance, The Wages of Failure: Executive Compensation at Bear Stearns and Lehman […]
Click here to read the complete post
Posted in Executive Compensation, Financial Crisis, Program News & Events, Speeches & Testimony
Tagged Banks, Executive Compensation, Financial crisis, Risk-taking, US Senate
Comments Off on Bebchuk Testifies on Compensation at Large Financial Firms
The Outlook for Bank M&A in 2012
This time last year appeared to hold the promise of increased deal activity, as a series of significant strategic deals were announced in the waning days of 2010 and fundamentals appeared to be aligned. That promise began to manifest itself in the opening months of the year, with several significant deals. As the year wore […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Mergers & Acquisitions, Practitioner Publications
Tagged Banks
Comments Off on The Outlook for Bank M&A in 2012
Challenges in Board Leadership
All directors share the responsibility of helping a board resolve challenging board issues. Lead directors, however, frequently guide the board through critical situations. Although there are many different issues that a board may encounter that are well suited for a lead director’s involvement, a lead director often plays a key role in resolving the following […]
Click here to read the complete postSecurities Litigation: Recent Supreme Court Decisions and Future Trends
Recent and Upcoming Supreme Court Decisions In 2011, the Supreme Court decided three significant securities cases: Matrixx Initiatives, Inc. v. Siracusano 131 S. Ct. 1309 (2011), regarding statistical significance in the context of securities fraud; Erica P. John Fund, Inc. v. Halliburton Co. 131 S. Ct. 2179 (2011), addressing the relationship between loss causation and […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Morrison v. National Australia Bank Ltd., Securities litigation, Supreme Court
Comments Off on Securities Litigation: Recent Supreme Court Decisions and Future Trends
Comparing Corporate Governance Principles & Guidelines
Although discussions continue to be robust about effective corporate governance practices, review of the aspirational governance principles and guidelines issued by influential board, management and investor affiliated associations and pension funds indicates significant areas of agreement. Areas of apparent agreement include, for example, the appropriate voting standard in director elections (majority voting in uncontested elections […]
Click here to read the complete post