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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
Activism 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. […]
Click here to read the complete post2011 Annual Corporate Governance Review
The past decade has been a whirlwind for corporate governance in America. Since 2001, we have witnessed a myriad of scandals, epic corporate failures and legislative and regulatory attempts to prevent more of the same. Early on it was the failure of firms such as Enron, WorldCom and Global Crossing. More recently, the failure of […]
Click here to read the complete postExecutive Compensation: What Will 2012 Bring?
Executive compensation continues to command the center stage in public discourse about corporate governance. In the context of a troubled worldwide economy, the focus on pay in the financial services industry— most prominently evidenced by the Occupy Wall Street movement— has led to increased scrutiny of executive compensation at all companies. As 2011 draws to […]
Click here to read the complete postThe Risk-Shifting Hypothesis
In our paper, The Risk-Shifting Hypothesis: Evidence from Sub-Prime Organizations, which was recently presented at Harvard, we provide evidence consistent with risk-shifting in the lending behavior of a large subprime mortgage originator (New Century Financial Corporation) starting in 2004. This change follows the monetary policy tightening implemented by the Fed in the spring of 2004, […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Empirical Research
Tagged Bank loans, Financial institutions, Mortgage lending, Risk, Risk management
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Bebchuk Leads SSRN’s 2011 Rankings
Statistics released by the Social Science Research Network (SSRN) indicate that Professor Lucian Bebchuk continued in 2011 to lead SSRN ranks as he has done in each of the preceding four years. As of December 2011, Bebchuk ranked first among all law school professors (in all fields) in terms of both the number of citations […]
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