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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
Europe 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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Economic Analysis in ERISA Litigation over Fiduciary Duties
In the past decade, numerous lawsuits have been brought under ERISA against the fiduciaries and sponsors of 401(k) and other defined contribution retirement plans. Many of these lawsuits have been pled as class actions on behalf of all or many participants of the plan. The most common lawsuits have involved declines in the value of […]
Click here to read the complete postFederal Reserve Proposes Enhanced Prudential Standards and Early Remediation Requirements
The Federal Reserve has released proposed rules to implement the enhanced supervisory and prudential requirements in Sections 165 and 166 of the Dodd-Frank Act. These proposed rules represent the Federal Reserve’s primary effort, one and a half years after the enactment of Dodd-Frank, to put in place prudential standards that will govern the largest bank […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Federal Reserve, Financial reform, Risk oversight, Systemic risk
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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 […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Compliance & ethics, Corporate crime, Insider trading
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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 […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Federal Reserve, Stress tests
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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 […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Cash reserves, Dividends, Foreign firms, International governance, Japan, Payouts
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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 […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Entrepreneurs, Management, Shareholder power
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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), […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Asset tangibility, Entrenchment, Takeover defenses, Takeovers
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