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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 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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The Increasing Importance of Loss Causation Analysis
The recent court decisions in United States v. Anthony Cuti et al. and United States v. Ferguson et al. highlight the increasing importance of correctly analyzing loss causation in criminal cases. In United States v. Cuti, a New York federal judge applied considerably shorter prison sentences than were recommended by prosecutors for two former executives […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Earnings disclosure, Loss causation, Securities fraud, Stock performance, US v. Cuti, US v. Ferguson
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CFTC to Impose Position Limits on Some Commodity Derivatives
The Commodity Futures Trading Commission (“CFTC”) adopted interim and final rules on positions limits applicable to option, futures, swap and swaption contracts related to 28 agricultural, metal and energy commodity contracts (the “Final Rules”). The Final Rules impose position limits on a spot-month basis as well as on an all-month and any-month basis. Exemptions are […]
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Posted in Banking & Financial Institutions, Derivatives, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Derivatives, Dodd-Frank Act, Futures, Hedging, Position limits, Swaps
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Corporate Governance Practices of U.S. Initial Public Offerings
As an advisor to underwriters and issuers in initial public offerings, we surveyed the corporate governance practices of recent U.S. IPOs to identify current market trends. We focused on the top 50 IPOs of U.S. companies from January 1, 2009 through August 31, 2011 in terms of deal size of the IPO. [*] The deal […]
Click here to read the complete postWhy Taxing Executives’ Bonuses Fosters Risk-Taking Behavior
In the paper, Why Taxing Executives’ Bonuses Fosters Risk-Taking Behavior, we analyze the effect of a bonus tax on the risk-taking behavior of corporate executives in a principal-agent model. In our paper, the firm value (output) depends on the manager’s behavior in two dimensions. First, the manager can increase the firm value by exerting more […]
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Posted in Academic Research, Executive Compensation
Tagged Bonuses, Pay for performance, Risk-taking
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Self-Fulfilling Credit Market Freezes
A recent issue of the Review of Financial Studies featured (as lead article) our study “Self-Fulfilling Credit Market Freezes.” This paper develops a model of a self-fulfilling credit market freezes and uses it to study alternative governmental responses to such a crisis. We study an economy in which operating firms are interdependent, with their success […]
Click here to read the complete postThe Case Against the Dodd-Frank Act’s Living Wills
In the paper, The Case Against the Dodd-Frank Act’s Living Wills: Contingency Planning Following the Financial Crisis, forthcoming in the Berkeley Business Law Journal, I focus on the Dodd-Frank Act’s “living will” requirement that mandates that systemically important financial institutions (SIFIs) develop business strategic analyses, and submit plans for reorganization or resolution of their operations […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Regulation, Legislative & Regulatory Developments
Tagged Dodd-Frank Act, Living wills, Recovery & resolution plans, Risk management, Systemic risk, Too big to fail
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