-
Supported By:
Subscribe or Follow
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
The Urgent Need to Re‑establish the Investor Advisory Committee
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a statement by Commissioner Aguilar available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the […]
Click here to read the complete post
Posted in Regulators Materials, Speeches & Testimony
Tagged Dodd-Frank Act, Investor protection, SEC, Small firms
Comments Off on The Urgent Need to Re‑establish the Investor Advisory Committee
Contractual Versus Actual Severance Pay Following CEO Turnover
In our paper, Contractual Versus Actual Severance Pay Following CEO Turnover, which was recently made publicly available on SSRN, we analyze the bargaining game between the CEO and the board of directors at the time of CEO departure. We find that about 40% of S&P500 CEOs who leave their firm receive separation payments that are […]
Click here to read the complete postSEC Concept Release on Use of Derivatives by Investment Companies
On August 31, 2011, the SEC issued (i) a concept release (the “Derivatives Concept Release”) soliciting public comment on the use of derivatives by registered investment companies under the Investment Company Act of 1940 (the “ICA”); (ii) an advance notice of proposed rulemaking on the treatment of asset-backed issuers under the ICA (the “Proposed Rule”); […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Practitioner Publications, Securities Regulation
Tagged Asset-backed securities, Derivatives, Investment Company Act, SEC
Comments Off on SEC Concept Release on Use of Derivatives by Investment Companies
Capital Market Consequences of Managers’ Voluntary Disclosure Styles
In the paper, Capital Market Consequences of Managers’ Voluntary Disclosure Styles, which is forthcoming in the Journal of Accounting and Economics, I examine the capital market consequences of managers establishing an individual disclosure style. While both neoclassical economic and agency theories suggest that managers’ individual preferences should not have an effect on corporate outcomes, several […]
Click here to read the complete postInternational Corporate Governance Network Honors Bebchuk
Last week, at the 2011 annual meeting held in Paris of the International Corporate Governance Network (ICGN), Professor Lucian Bebchuk received an ICGN award for excellence in corporate governance. ICGN awards are given annually in recognition of “exceptional achievements in the corporate governance field.” According to the remarks delivered at the ceremony by the chair […]
Click here to read the complete postCourt Rules Insolvent Delaware LLC Creditors Cannot Assert Derivative Claims
In a recent en banc decision by the Delaware Supreme Court in CML V, LLC v. Bax, 2011 Del. LEXIS 480 (Del. Sept. 2, 2011), the Delaware Supreme Court held that creditors of a Delaware limited liability company (LLC) have no standing to assert derivative claims on behalf of an LLC, even if the LLC […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged CML V LLC v. Bax, Debtor-creditor law, Delaware cases, Delaware law, Partnerships
Comments Off on Court Rules Insolvent Delaware LLC Creditors Cannot Assert Derivative Claims
The SEC and Banks’ Loan Loss Reserve Policies
In our paper, Did the SEC Impact Banks’ Loan Loss Reserve Policies and Their Informativeness?, which was recently made publicly available on SSRN, we study the joint impact of the SEC’s intervention in bank regulation during the late 1990’s and earnings management. In contrast with traditional bank regulators who focused on understatement (adequacy) of banks’ […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Empirical Research, Securities Regulation
Tagged Accounting standards, Bank loans, Cash flows, Cash reserves, Earnings management, SEC
Comments Off on The SEC and Banks’ Loan Loss Reserve Policies
Proxy Season 2011: A Tipping Point for Social and Environmental Issues?
It doesn’t take a majority to make a revolution, particularly when old paradigms have developed deep fault lines. A significant and growing portion of investors think the companies they own need to take more proactive, transparent action on a broad range of social, environmental and governance issues, to protect long-term shareholder value. One measure of […]
Click here to read the complete postSay-on-Pay Under Dodd-Frank
Say-on-pay has completed most of its first proxy season under the Dodd-Frank Wall Street Reform and Consumer Protection Act. [1] For this purpose, say-on-pay means a non-binding vote by shareholders of a publicly traded company pursuant to Dodd-Frank Section 951 to approve or disapprove the executive compensation program at that company. [2] During the 2011 […]
Click here to read the complete post