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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
“Financial Stability” Analysis in Bank M&A
A recent acquisition approval order of the Board of Governors of the Federal Reserve System (the “FRB”) provides the first analysis of the “financial stability” factor in Section 604(d) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). This section amended Section 3(c) of the Bank Holding Company Act of 1956 […]
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Posted in Banking & Financial Institutions, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Federal Reserve, Systemic risk
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The Real Effects of Financial Markets
In our paper, The Real Effects of Financial Markets: The Impact of Prices on Takeovers, forthcoming in the Journal of Finance, we provide evidence on the real effect of financial markets. Using non-fundamental shocks to market prices — occurring due to non-discretionary trades by mutual funds that face liquidation pressure from investors’ outflows — as […]
Click here to read the complete postStrategic M&A, Spin-Offs, Hostile Transactions and Private Equity
Strategic M&A Continues to Drive Overall Deal Activity The dollar value of announced M&A transactions involving U.S. targets rose by approximately 12 percent during 2011 compared with 2010, according to Dealogic data. However, the total number of announced transactions remained relatively flat, with activity levels at their highest in the first quarter of 2011 and […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Hostile takeover, Private equity
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Negative Say on Pay Vote Litigation
In a decision reaffirming directors’ authority to determine executive compensation, the United States District Court for the District of Oregon has ruled that a suit against bank directors arising out of a negative “say on pay” vote should be dismissed. The court determined that plaintiffs failed to raise a reasonable doubt that the challenged compensation […]
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Posted in Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Executive Compensation, Plumbers Pension Fund v. Davis, Say on pay, U.S. federal courts
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Recent Trends in Joint Venture Governance
For the last decade, governance issues have been a priority at public companies and companies planning to go public. Recent joint venture activity reflects a carryover from the public company arena of this intense focus on improving governance. Venture partners are increasingly concentrating on developing and implementing governance best practices within their joint venture vehicles. […]
Click here to read the complete postPCAOB Board Appointment Disregards Investor Interests
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a statement by Commissioner Aguilar regarding the appointment of Jeanette Franzel to the Public Company Accounting Oversight Board. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those […]
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Posted in Institutional Investors, Regulators Materials, Speeches & Testimony
Tagged Investor protection, PCAOB, SEC
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Payout Policy through the Financial Crisis
Why managers pay dividends remains a puzzle. In our paper, Payout Policy through the Financial Crisis: The Growth of Repurchases and the Resilience of Dividends, which was recently made publicly available on SSRN, we report evidence on the payout policy of US financial and industrial firms over the past 30 years, including through the financial […]
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Posted in Academic Research, Empirical Research, Financial Crisis, Securities Regulation
Tagged Dividends, Financial crisis, Payouts, Repurchases
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Say-on-Pay Lawsuits – Is This Time Different?
In the aftermath of the first proxy season of shareholder “say-on-pay” votes under the Dodd-Frank Act, shareholders have filed derivative suits against the boards of several of the companies failing to win majority approval. Many observers have been quick to dismiss the plaintiffs’ likelihood of success in these cases, given the well-established principle that decisions […]
Click here to read the complete postImplementing the Volcker Rule
Editor’s Note: Martin Gruenberg is Acting Chairman of the Federal Deposit Insurance Corporation. This post is based on Chairman Gruenberg’s testimony before the House of Representatives Committee on Financial Services, available here. Last November, the FDIC, jointly with the Federal Reserve Board of Governors (FRB), the Office of the Comptroller of the Currency (OCC), and […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Regulators Materials, Speeches & Testimony
Tagged Banks, Dodd-Frank Act, FDIC, Federal Reserve, Proprietary trading, Systemic risk, Volcker Rule
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White Collar and Regulatory Enforcement
The last ten years have seen a continuous increase in white collar criminal and regulatory enforcement activity. 2011 was no exception, and we expect the trend to continue in 2012. While not an entirely new phenomenon, the world of white collar and regulatory enforcement appears more politicized than ever. Corporations facing investigations in 2012 can […]
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