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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
Nonprofit Boards: Size, Performance and Managerial Incentives
In the paper, Nonprofit Boards: Size, Performance and Managerial Incentives, forthcoming in the Journal of Accounting and Economics as published by Elsevier, we study the relation between a nonprofit organization’s board of directors and the number of programs or objectives it pursues, its performance and its manager’s incentives. We posit that board membership is only […]
Click here to read the complete postPresent and Future Challenges for the Banking Industry and the FDIC
Editor’s Note: Martin Gruenberg is Acting Chairman of the Federal Deposit Insurance Corporation. This post is based on Chairman Gruenberg’s remarks to the American Banker Regulatory Symposium, available here. Condition of the Banking Industry The FDIC and the banking industry are only now emerging from the most severe financial crisis since the 1930s. The latest […]
Click here to read the complete postBroker-Dealers Respond to Dodd-Frank and FINRA
We recently conducted a survey of broker-dealer compliance officers to gather perspectives and practices around new regulatory initiatives and amendments that will likely have a material impact on financial institutions: the Dodd-Frank Act and FINRA’s know-your customer (KYC) and suitability rules. We thought it would be useful to understand how firms and their compliance functions […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Compliance officer, Dodd-Frank Act, FINRA, OTC derivatives, Volcker Rule
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Institutional Investors: The Next Frontier in Corporate Governance
Although institutional investors play a major role in our public equity markets, far less is known about the governance of those investor entities than about investee corporations. These investors are critical to individuals, equity markets, publicly held companies, the economy — and to the troubling (and conceptually difficult) issue of good versus bad short-termism in […]
Click here to read the complete postComplexity, Innovation and the Regulation of Modern Financial Markets
The working paper, Complexity, Innovation and the Regulation of Modern Financial Markets, which was recently made publicly available on SSRN, was motivated by two observations. First, the perfect market assumptions underpinning the canonical theories of financial economics – modern portfolio theory; the Modigliani and Miller capital structure irrelevancy principle; the capital asset pricing model, and […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Financial crisis, Financial regulation, Innovation, Securitization, Shadow banking
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Bankruptcy Court Decision May Impact Claims Trading and Plan Negotiation
On September 13, 2011, Judge Mary Walrath of the United States Bankruptcy Court for the District of Delaware surprised many parties in interest and observers of the case by issuing an opinion denying confirmation of the modified proposed plan of reorganization of Washington Mutual, Inc. (“WMI”) and its affiliated debtors. The modified plan incorporated certain […]
Click here to read the complete postSay on Pay Drives Compensation Program Changes
The arrival of say-on-pay (SOP) votes has renewed the focus of directors and senior management on striking the right balance between designing an effective executive compensation program that supports the company’s strategic business objectives and one that is sensitive to shareholder perspectives. As a result, many companies made changes to their compensation programs this year, […]
Click here to read the complete postDelaware Court’s New Chancellor Provides Guidance on M&A
During a recent hearing on a motion to expedite litigation involving Validus Holdings’s hostile bid to acquire Transatlantic Holdings, Judge Leo E. Strine, Jr., recently promoted to Chancellor of the Delaware Court of Chancery, made several observations worthy of note by deal lawyers, bankers, and corporate litigators. Banker Conflicts and Fairness Opinions Validus’s hostile takeover […]
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Posted in Banking & Financial Institutions, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Deal protection, Delaware cases, Delaware law, Fairness review, Fiduciary outs, In re Transatlantic Holdings, Pepper Hamilton, Standstill agreement
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Agency Costs in the Era of Economic Crisis
In the paper, Agency Costs in the Era of Economic Crisis – The Enhanced Connection between CEO Compensation and Corporate Cash Holdings, which was recently made publicly available on SSRN, I examine the evolution of the practice of cash hoarding following the Great Recession. The results suggest that managerial behavior, as evidenced by the elasticity […]
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Posted in Academic Research, Executive Compensation
Tagged Agency costs, Cash reserves, Equity-based compensation, Executive Compensation, Say on pay
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For Directors, A Wake-Up Call from Down Under
Earlier this summer, the Federal Court of Australia handed down an important corporate law decision that would appear to have a substantial impact on the way that the statutorily defined responsibilities of directors are understood in Australia. [1] In Australian Securities and Investments Commission v. Healey, the entire board of directors (consisting of seven non-executive […]
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