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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Non-U.S. Issuer IPOs Will Face Greater Public Disclosure
Editor’s Note: Richard J. Sandler is a partner at Davis Polk & Wardwell LLP and co-head of the firm’s global corporate governance group. This post is based on a Davis Polk client update. The SEC staff has traditionally allowed non-U.S. issuers to file IPO or other first-time registration statements on a “draft” non-public basis, enabling […]
Click here to read the complete postSay-on-Pay: An Update for 2011
Editor’s Note: Joseph Bachelder is founder and senior partner of the Bachelder Law Firm. This post is based on an article by Mr. Bachelder that first appeared in the New York Law Journal. Thus far during the 2011 proxy season approximately 2500 of the Russell 3000 index companies have reported a Say-on-Pay vote. Say-on-Pay is […]
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Posted in Corporate Elections & Voting, Executive Compensation, Op-Eds & Opinions
Tagged Cincinnati Bell v. Cox, Compensation committees, Executive Compensation, Fiduciary duties, Say on pay, Shareholder voting
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Bank Board Structure and Performance
Banks clearly appear to have different governance structures than non-financial firms. The question is whether these governance structures are ineffective and whether implementing independence standards imposed by Dodd-Frank, SOX and the major stock exchanges will improve bank governance. In our paper, Bank Board Structure and Performance: Evidence for Large Bank Holding Companies, which was recently […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors
Tagged Bank boards, Board composition, Board performance
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Another SEC Clawback Settlement
On November 15, 2011, the SEC announced a settlement in which it “clawed back” incentive based compensation from a former CEO who was not accused of any wrongdoing. The result, however, may send mixed signals. On the one hand, the SEC’s ability to achieve this result in a no-fault clawback case may very well encourage […]
Click here to read the complete postThe Effect of Auditor Expertise on Executive Compensation
In our paper, The Effect of Auditor Expertise on Executive Compensation, which was recently made publicly available on SSRN, we examine how auditor expertise influences the amount of equity-based compensation that firms grant to their executives. Our empirical tests are motivated by recent theoretical models that examine how the potential for financial statement manipulation influences […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Audits, Equity-based compensation, Executive Compensation, External auditors
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The Interrelationship Between Public and Private Securities Enforcement
Editor’s Note: Elisse B. Walter is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Walter’s recent remarks before the FINRA Institute, which are available here. The views expressed in the post are those of Commissioner Walter and do not necessarily reflect those of the Securities and Exchange Commission, […]
Click here to read the complete postTop Ten Issues For Boards in 2012
As we approach the end of the year, it is time to start thinking about the hot button issues that will face boards and senior management – and that may show up in proxy statements – in 2012. Here are my top ten broken out by four categories: A. Executive Compensation/Say on Pay 1. Responding […]
Click here to read the complete postThe Spotlight on Boards
The focus on the performance of corporate boards prompts a revisiting of what is expected from the board of directors of a major public company – not just the legal rules, but also the aspirational “best practices” that have come to have almost as much influence on board and company behavior. Boards are expected to: […]
Click here to read the complete postIs the Stock Market Just a Side Show?
The 2005 split-share reform allowed for restricted stocks worth hundreds of billions of dollars to become tradable over a short period, sharply increasing liquidity in the Chinese stock market. In our paper, Is the Stock Market Just a Side Show? Evidence from a Structural Reform, which was recently made publicly available on SSRN, we use […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Capital markets, China, Financial reform, Public firms
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