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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
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™, […]
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Posted in Financial Crisis, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Financial regulation
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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, […]
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