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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
- 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
Corporate Governance and Capital Structure Dynamics
In our paper, Corporate Governance and Capital Structure Dynamics, forthcoming in the Journal of Finance, we examine the importance of manager-shareholder conflicts in capital structure choice and characterize their effects on the dynamics and cross section of corporate capital structure. To this end, we develop a dynamic tradeoff model that emphasizes the role of agency […]
Click here to read the complete postThe ISS 2012 Policy Updates: Another View of the Cathedral
Companies looking ahead to the 2012 proxy season should be aware of the recently updated corporate governance policies of Institutional Shareholder Services (ISS). [1] While maintaining its formal policy of issuing “case-by-case” evaluations in many areas, ISS has issued numerous revisions of prior policies as well as new policies on certain types of shareholder proposals […]
Click here to read the complete postJanuary 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 […]
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