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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
Future of Institutional Share Voting Revisited: A Fourth Paradigm
The Prevailing One-Size-Fits-All Voting Policy Paradigm A year ago, we published a Corporate Governance Commentary titled Future of Institutional Share Voting: Three Paradigms. We began by observing that the prevailing paradigm for institutional investors voting of portfolio company shares is to delegate all but the most obvious economically related voting decisions to either an internal […]
Click here to read the complete postAccounting Standards and Debt Covenants
In the paper, Accounting Standards and Debt Covenants: Has the “Balance Sheet Approach” Led to a Decline in the Use of Balance Sheet Covenants?, forthcoming in the Journal of Accounting and Economics as published by Elsevier, I examine whether the “balance sheet approach” has led to a decline in the use of balance sheet covenants. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Accounting standards, Capital structure, Covenants, Debt contracts, Debtor-creditor law, Fair values, GAAP
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CFTC Finalizes Whistleblower Bounty Program
On August 4, 2011, the Commodity Futures Trading Commission (CFTC or Commission) voted 4-1 to adopt final regulations implementing the whistleblower incentives and protections set forth in Section 748 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). See 76 Fed. Reg. 53172 (Aug. 25, 2011) (to be codified at 17 C.F.R. Part […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications
Tagged CFTC, Compliance & ethics, Dodd-Frank Act, Whistleblowers
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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 […]
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Posted in Regulators Materials, Speeches & Testimony
Tagged Dodd-Frank Act, Investor protection, SEC, Small firms
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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”); […]
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Posted in Banking & Financial Institutions, Practitioner Publications, Securities Regulation
Tagged Asset-backed securities, Derivatives, Investment Company Act, SEC
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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 […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged CML V LLC v. Bax, Debtor-creditor law, Delaware cases, Delaware law, Partnerships
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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’ […]
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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
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