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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
January 2012 Dodd-Frank Progress Report
This posting, the January 2012 Davis Polk Dodd-Frank Progress Report, is the tenth 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, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CFTC, Dodd-Frank Act, FDIC, Federal Reserve, SEC, SEC rulemaking
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The Case for Intervening in Bankers’ Pay
In the paper, The Case for Intervening in Bankers’ Pay, forthcoming in the Journal of Finance, I model banker remuneration in the context of competition between banks, thereby allowing financial regulation to be assessed in the light of its impact on the default risk arising from remuneration. Bonuses are important to banks—more so than purely […]
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Posted in Academic Research, Executive Compensation
Tagged Banker bonuses, Banks, Executive Compensation
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Proxy Access Heats Up for 2012
As we prepare to bring down the curtain on 2011 and look ahead to a new year and proxy voting season, the fallout from the governance scandals, risk control and business failures continue to rain down upon executives, boards and shareholders providing lessons for each. Although the final word on the individual problems spotlighted at […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Proxy access, Proxy season, Shareholder proposals
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New Dodd-Frank Regulatory Framework for Thrift Institutions
On July 21, 2011, thrift institutions entered a new regulatory structure, with the transfer of regulatory responsibility for these institutions from the Office of Thrift Supervision (“OTS”) to the other federal banking agencies and with other changes under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank” or the “Act”). [1] Dodd-Frank and related […]
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Posted in Banking & Financial Institutions, Practitioner Publications, Securities Regulation
Tagged Banks, Dodd-Frank Act, Reporting regulation, Savings and loans, Thrifts
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The Independent Board Requirement and CEO Connectedness
In our paper, The Independent Board Requirement and CEO Connectedness, which was recently made publicly available on SSRN, we investigate unintended consequences of the independent board requirement. Following highly publicized corporate scandals in 2001 and 2002, firms listed on the NYSE and NASDAQ are required to have a majority of independent directors. The intent is […]
Click here to read the complete postActivism and the Move toward Annual Director Elections
Staggered boards, a structure under which the board is divided into classes, with one class of directors standing for re-election annually, are perhaps the most consequential takeover defense. They also are a favorite target of activist shareholders and governance experts. The effect of collective pressure to move to annual elections for all directors has been […]
Click here to read the complete postISS’ New Pay-for-Performance Evaluation Methodology
Escalating CEO pay packages in the last few decades have stirred much debate, culminating in mandated advisory shareholder votes on executive compensation under the Dodd-Frank Act of 2010. The first year of widespread “say-on-pay” votes in the U.S. suggests that investors are taking a conservative approach – about 40 proposals at Russell 3000 index companies […]
Click here to read the complete postWhat’s Over the Horizon for OTC Derivatives?
European and US market participants are having to prepare for the introduction of OTC derivatives legislation and clearing reforms, despite continuing uncertainty about the exact nature of significant elements of the new rules. Given the ‘sea of change’ engulfing the sector it’s important to focus on the practical effects of new regulation from a clearing […]
Click here to read the complete postThe Martin Act and Common-Law Claims
In a decision troublesome to the business community, the New York Court of Appeals has now determined that the New York Martin Act does not preempt private plaintiff lawsuits based solely upon traditional common-law causes of action such as negligence and breach of fiduciary duty — even where there may be overlap with statutory claims […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Common-law claims, Corporate fraud, Fiduciary duties, Martin Act, Negligence
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Analyzing Speech to Detect Financial Misreporting
In our paper, Analyzing Speech to Detect Financial Misreporting, forthcoming in the Journal of Accounting Research, we examine whether nonverbal vocal cues elicited from speech are useful in detecting intentional deception in financial reporting. Detecting deceptive financial reporting is an increasingly important concern for auditors, regulators, investors, and the various constituents that interact with corporations. […]
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