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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
Does Gender Matter in the Boardroom?
In our paper, Does Gender Matter in the Boardroom? Evidence from the Market Reaction to Mandatory New Director Announcements, we examine how the market perceives the appointment of female directors on average as well as how the market perceives their appointment relative to men. Many countries are introducing initiatives to promote boardroom gender diversity. Since […]
Click here to read the complete postProgress on International OTC Derivatives Reform
On 11 October 2011, the Financial Stability Board (the “FSB”) published its second progress report (the “Report”) [1] and accompanying press release [2] on the implementation of reforms to the over-the-counter (“OTC”) derivatives market. This follows its initial progress report published on April 15, 2011, [3] in which it expressed concern regarding many jurisdictions’ likelihood […]
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Posted in Derivatives, Practitioner Publications, Securities Regulation
Tagged Capital requirements, Clearing houses, Derivatives, FSB, OTC derivatives
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Say on Pay Leading to Better Communication About Compensation
Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s remarks to TheCorporateCounsel.Net “Say-on-Pay Workshop Conference”, which are available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other […]
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Posted in Executive Compensation, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, Executive Compensation, Say on pay, SEC, Shareholder voting
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Where Have All the IPOs Gone?
During 1980-2000, an average of 311 companies per year went public in the U.S. Since the technology bubble burst in 2000, the average has been only 102 initial public offerings (IPOs) per year, with the drop especially precipitous among small firms. Many have blamed the Sarbanes-Oxley Act of 2002 and the 2003 Global Settlement’s effects […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged IPOs, Private firms, Public firms, Small firms
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Bridging the Pay Divide
Introduction Investors have for a number of years expressed concerns over pay disparities between that of the chief executive officer and the next highest paid executive at U.S. corporations. The State of Connecticut pension system gave voice in 2008 to these concerns by filing shareholder proposals calling for enhanced disclosure of how internal pay equity […]
Click here to read the complete postForward-Looking Statements – Deal Market Trends for 2012
Editor’s Note: David Fox is a partner at Kirkland & Ellis LLP, focusing on complex mergers and acquisitions as a member of the firm’s Corporate Group. This post is based on a Kirkland & Ellis M&A Update. With the M&A market recovery losing steam in the second half of 2011, dealmakers are faced with increased […]
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Posted in Accounting & Disclosure, Court Cases, Legislative & Regulatory Developments, Mergers & Acquisitions
Tagged Antitrust, Disclosure, Dodd-Frank Act, Forum selection, NOLs, Omnicare v. NCS Healthcare, Proxy access, Schedule 13D, Staggered boards
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The 2011 Corporate Contributions Report
The 2011 Corporate Contributions Report, which was recently released by The Conference Board, discusses findings from a survey of 139 U.S.–based corporations conducted between April and July 2011. Participants in the survey (chief financial officers, corporate sustainability officers, heads of public affairs) were asked to provide information on the domestic and international (cash and non-cash) […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility
Tagged Charitable spending, Corporate Social Responsibility, Nonprofits, Surveys, The Conference Board
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Reputation Penalties for Option Backdating and the Role of Proxy Advisors
In the paper Reputation Penalties for Poor Monitoring of Executive Pay: Evidence from Option Backdating, forthcoming at the Journal of Financial Economics, my co-authors (Yonca Ertimur of Duke University and David Maber of the University of Southern California) and I examine whether directors are held accountable for poor monitoring of executive compensation. Theoretical and empirical […]
Click here to read the complete postLooking at the Effects of Securities Deregulation
Editor’s Note: John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School. This post discusses Professor Coates’ testimony before the Subcommittee on Securities, Insurance, and Investment of the United States Senate Committee on Banking, Housing, and Urban Affairs, available in full here. Amid an economic downturn caused in […]
Click here to read the complete postEurope Restricts “Naked” Credit Default Swaps and Short Sales
On November 15, 2011, the European Parliament adopted a regulation banning any person or legal entity in the European Union (“EU entities”) from entering into “naked,” or uncovered, credit default swaps (“CDS”) on sovereign debt and restricting uncovered short sales on shares and sovereign debt (the “Regulation”) after November 1, 2012. [1] The Regulation also […]
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Posted in Banking & Financial Institutions, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Credit default swaps, Europe, European Commission, Short sales, Sovereign debt
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