-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Do They Do It for the Money?
In our paper, “Do They Do It for the Money?” forthcoming in the Journal of Corporate Finance, we explore the motives for committing white collar crimes such as insider trading. The idea for the paper germinated when speaking with a prosecutor in the celebrated Enron case several years ago. He remarked that “they do it […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Compliance & ethics, Corporate crime, Insider trading
Comments Off on Do They Do It for the Money?
Federal Reserve Capital Plan and Stress Test Requirements
On November 22, 2011, the Board of Governors of the Federal Reserve System (the “Board”) published a final rule (the “Final CCAR Rule”) requiring most bank holding companies (“BHCs”) with $50 billion or more of total consolidated assets (“Covered BHCs”) to submit annual capital plans, with their related stress test requirements, to the appropriate Federal […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Federal Reserve, Stress tests
Comments Off on Federal Reserve Capital Plan and Stress Test Requirements
The Corporate Governance, Cash Holdings, and Economic Performance of Japanese Companies
In our paper, Is Japan Really a “Buy”? The Corporate Governance, Cash Holdings, and Economic Performance of Japanese Companies, which was recently made publicly available on SSRN, we investigate whether the governance practices of Japanese companies, as manifested in their holdings of cash, have improved over the past two decades, and whether any such improvements […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Cash reserves, Dividends, Foreign firms, International governance, Japan, Payouts
Comments Off on The Corporate Governance, Cash Holdings, and Economic Performance of Japanese Companies
Key Issues for Directors 2012
For a number of years, as the new year approached, I have prepared a one-page list of the key issues for boards of directors that are newly emerging or will be especially important in the coming year. Each year, the legal rules and aspirational best practices for corporate governance matters, as well as the demands […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Entrepreneurs, Management, Shareholder power
Comments Off on Key Issues for Directors 2012
Proposed Rules Ease Compliance with Loss Trafficking Rules
Under Section 382 of the Internal Revenue Code, a corporation’s use of net operating losses is limited if there is an “ownership change.” On November 22, 2011, the Department of Treasury issued a Notice of Proposed Rulemaking (the “Notice”) containing proposed regulations (the “Proposed Regulations”) intended to lessen the compliance burden on taxpayers determining whether […]
Click here to read the complete postTakeover Discipline and Asset Tangibility
In the paper, Takeover Discipline and Asset Tangibility, which was recently made publicly available on SSRN, I examine whether takeover discipline has a different effect in tangible and intangible firms. The empirical evidence is strong that firms with external good governance perform on average better. A recent literature, starting with Gompers, Ishii and Metrick (2003), […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Asset tangibility, Entrenchment, Takeover defenses, Takeovers
Comments Off on Takeover Discipline and Asset Tangibility
Disclosure Obligations in Capital Restructurings
Recently, the SEC instituted a cease-and-desist order against Fifth Third Bancorp in connection with its redemption of trust preferred securities (TruPS) in May 2011. The SEC charged that in effecting the redemption Fifth Third “selectively disclosed,” in violation of Regulation FD, that it would redeem a class of its TruPS for about $25 per share. […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disclosure, Form 8-K, Restructurings, SEC, SEC enforcement, TruPS
Comments Off on Disclosure Obligations in Capital Restructurings
The Role of the Board in Accelerating the Adoption of Integrated Reporting
This report examines the concept of integrated reporting and its current state of adoption around the globe. It also discusses the benefits to both companies and society and recommends ways boards can help their organizations accelerate the implementation of integrated reporting. Interest in and adoption of integrated reporting regarding a company’s financial and environmental, social, […]
Click here to read the complete postHow Effective is Internal Control Reporting under SOX 404?
In the paper, How Effective is Internal Control Reporting under SOX 404? Determinants of the (Non-) Disclosure of Existing Material Weaknesses, forthcoming in the Journal of Accounting Research, we examine the effectiveness of SOX 404 internal control reports in identifying existing material control weaknesses, as well as the determinants of the relative effectiveness of those […]
Click here to read the complete postDecember 2011 Dodd-Frank Rulemaking Progress Report
This posting, the December Davis Polk Dodd-Frank Progress Report, is the ninth 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 Tracker™, […]
Click here to read the complete post
Posted in Financial Crisis, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Financial regulation
Comments Off on December 2011 Dodd-Frank Rulemaking Progress Report