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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
2012 Proxy Season: Audit Firm Rotation
In the wake of the financial crisis, regulators and shareholder activists alike have been revisiting the issue of auditor independence with a view towards requiring companies to periodically rotate their outside audit firms. The United Brotherhood of Carpenters is filing resolutions for 2012 asking companies to establish a policy that at least every seven years […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications
Tagged Audits, External auditors, PCAOB, SOX
2 Comments
Say-on-Pay and the Business Judgment Rule
Over 40 companies received negative say-on-pay advisory votes in 2011, the first year for those votes under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Act”). Despite the advisory nature of the votes and the Act’s helpful language that they are not intended to affect director fiduciary duties, at least ten derivative lawsuits have […]
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Posted in Court Cases, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Beazer v. McCarthy, Business judgment rule, Cincinnati Bell v. Cox, Dodd-Frank Act, Executive Compensation, Say on pay
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Compliance and Ethics in Risk Management
Editor’s Note: The following post comes to us from Carlo V. di Florio, Director, Office of Compliance Inspections and Examination at the U.S. Securities and Exchange Commission. This post is based on a recent speech by Mr. di Florio at the NSCP National Meeting, available here. The views expressed in the post are those of […]
Click here to read the complete postOn the Regulation of Investment Advisory Services
In the paper, On the Regulation of Investment Advisory Services: Where Do We Go from Here?, which was recently made publicly available on SSRN, I examine the regulation of investment advisory services. A controversy has arisen over the regulation of investment advisers in the United States. Traditionally, larger registered investment advisers (RIAs) have been regulated […]
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Posted in Academic Research, Banking & Financial Institutions, Securities Regulation
Tagged Broker-dealers, Financial advisers, FINRA, SEC, SROs
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2012 Proxy Season Developments: SEC Legal Bulletin and ISS Guidelines
Editor’s Note: James Morphy is a partner at Sullivan & Cromwell LLP specializing in mergers & acquisitions and corporate governance. This post is based on a Sullivan & Cromwell publication. As issuers and shareholders look ahead to the 2012 proxy season, they should be aware of recent publications by the SEC’s Division of Corporation Finance […]
Click here to read the complete postThe Reliability of Voluntary Disclosures: Evidence from Hedge Funds
In the paper, The Reliability of Voluntary Disclosures: Evidence from Hedge Funds, which was recently made publicly available on SSRN, we examine the reliability of these voluntary disclosures by hedge funds, by tracking changes to statements of performance in the publicly available hedge fund databases recorded at different points in time between 2007 and 2011. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Financial Regulation
Tagged Disclosure, Firm performance, Hedge funds, Information asymmetries
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Surveying Sponsor-Backed Going Private Transactions
Weil, Gotshal & Manges LLP recently conducted our fifth annual survey of sponsor-backed going private transactions. Weil surveyed 60 sponsor-backed going private transactions announced from January 1, 2010 through December 31, 2010 with a transaction value (i.e., enterprise value) of at least $100 million (excluding target companies that were real estate investment trusts). Thirty-nine of […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Break fees, Go-shop, Going private, Target firms, Tender offer
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CEO Inside Debt Holdings and the Riskiness of Firm Investment and Financial Policies
In the paper, Seeking Safety: The Relation Between CEO Inside Debt Holdings and the Riskiness of Firm Investment and Financial Policies, forthcoming in the Journal of Financial Economics, we investigate whether CEOs with large inside debt holdings protect the value of their holdings by implementing less risky investment and financial policies. The recent near-collapse of […]
Click here to read the complete postCorporate Governance and Shareholder Activism in 2011
In recent years, a small number of activist shareholders have increasingly sought to use their equity stock holdings to exert influence over business management. Proponents of “shareholder democracy” have successfully pushed shareholder proposals offered for votes at the annual meetings of public corporations that change the manner in which directors are elected and in which […]
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