-
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
Defending a Strong Volcker Rule
Editor’s Note: Senator Jeffrey Merkley (D-Oregon) is a member of the Senate Banking Committee. Three years ago we were standing in the aftermath of the greatest financial implosion since 1929. High stakes gambling and risky bets gone bad on Wall Street had left our financial system near collapse and our economy in shambles. This crisis […]
Click here to read the complete postCFTC Swap Reporting Regime Rules
The CFTC has adopted two final rules — a Swap Data Reporting Rule and a Real-Time Reporting Rule — that, in less than a fully coordinated manner, establish the new Dodd-Frank Act reporting regime for swaps. [1] The rules require market participants to report a host of swap information upon execution or shortly thereafter to […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged CFTC, Dodd-Frank Act, Reporting regulation, Swaps
Comments Off on CFTC Swap Reporting Regime Rules
Tightening the Limits on Big US Banks
The Federal Reserve on December 20 issued its proposal to implement heightened prudential requirements for the largest US financial institutions as a result of the ongoing financial crisis. These institutions will have to design and implement compliance, recordkeeping and reporting procedures for the new standards in addition to the multitude of new restrictions imposed by […]
Click here to read the complete postDo Managers Do Good With Other Peoples’ Money?
In our paper, Do Managers Do Good with Other Peoples’ Money?, which was recently made publicly available on SSRN, we test the hypothesis that corporate social responsibility is due to agency problems using two quasi-experiments. First, we use the 2003 Dividend Tax Cut as a quasi-experiment that increased the marginal cost of pet projects or […]
Click here to read the complete post
Posted in Academic Research, Corporate Social Responsibility, Financial Regulation
Tagged Corporate Social Responsibility, Dividends, Ownership, Taxation
Comments Off on Do Managers Do Good With Other Peoples’ Money?
Accelerated Equity Awards for Departing Executives Lose Favor
Hewlett-Packard’s announcement that it will no longer accelerate the vesting of equity grants for departing executives is the latest victory in a new push by active investors to limit such generous exit packages (a Wall Street Journal story about the announcement is available here). The drive began in 2010 when Amalgamated Bank’s LongView Funds filed […]
Click here to read the complete postNoteworthy 2011 Delaware Court Decisions
This is the seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate and commercial issues. Among the decisions with the most far-reaching application and importance during 2011 include those […]
Click here to read the complete postMergers and Acquisitions in 2012
As we enter 2012 and as the U.S. economy continues to stabilize, there appears to be a growing sense of optimism about further recovery in the M&A market. During the first half of 2011, the M&A market continued a resurgence that began in the latter part of 2010, with higher aggregate deal value than had […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Firm valuation, Leveraged acquisitions, Shareholder activism
Comments Off on Mergers and Acquisitions in 2012
Why Do CEOs Survive Corporate Storms?
In our paper Why Do CEOs Survive Corporate Storms? Collusive Directors, Costly Replacement, and Legal Jeopardy, which was recently made publicly available on SSRN, we consider new explanations for the puzzling result that a majority of misreporting CEOs retain their jobs. We extend the literature by investigating the role of directors’ both personal and reputational […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Securities Regulation
Tagged Board independence, Executive turnover, Insider trading, Misreporting, Retention
Comments Off on Why Do CEOs Survive Corporate Storms?
Considerations for Public Company Directors in the 2012 Proxy Season
The past year has been one of change and challenge for public companies and their boards, as companies have moved to implement “say-on-pay” and other provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). With the 2012 proxy season on the horizon, public companies and their directors will continue to feel the […]
Click here to read the complete postCreative TruPS Capital Restructurings
With the phase out of Tier 1 capital treatment for trust preferred securities (TruPS) mandated by Dodd Frank slated to begin January 1, 2013, financial institutions have been active in considering potential strategies to replace outstanding TruPS with other forms of regulatory capital. Last week, Huntington Bancshares completed a novel exchange offer for several specified […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Capital structure, Dodd-Frank Act, Restructurings, TruPS
Comments Off on Creative TruPS Capital Restructurings