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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 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
Avoiding Shareholder Suits Challenging Executive Compensation
A number of derivative suits have been filed in recent months alleging that the senior executive compensation plans at public companies do not comply with Section 162(m) of the Internal Revenue Code. Section 162(m) provides that any compensation paid to the CEO and next three highest compensated proxy officers (other than the CFO) in excess […]
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Posted in Accounting & Disclosure, Court Cases, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Derivative suits, Executive Compensation, Internal Revenue Code, Proxy disclosure, Taxation
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The Evolution of Capital Structure and Operating Performance after Leveraged Buyouts
In our paper, The Evolution of Capital Structure and Operating Performance after Leveraged Buyouts: Evidence from U.S. Corporate Tax Returns, which was recently made publicly available on SSRN, we study post-LBO financial performance and behavior for approximately the universe of U.S. LBO firms taking place between 1995 and 2007. We overcome the lack of public […]
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Introduction The enhanced executive compensation disclosures mandated by the U.S. Securities and Exchange Commission in 2006 have provided a significant new data set for investors and companies to analyze and benchmark pay practices across a broad set of U.S. corporate issuers. Moreover, precisely how companies choose to benchmark their pay practices has received much attention […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Executive Compensation, ISS, Peer groups, SEC
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Mechanisms of Board Turnover: Evidence from Backdating
In our paper, Mechanisms of Board Turnover: Evidence from Backdating, which was recently made publicly available on SSRN, we examine a set of events that involve observable corporate misdeeds: stock option backdating. These misdeeds were generally revealed within a narrow window of time, required the complicity of the board, and in many cases directors benefited […]
Click here to read the complete postCorporate Governance Matters: Lessons for Practitioners
Brian Tayan and I recently co-authored a book, titled Corporate Governance Matters, which takes an organizational perspective, rather than a legal perspective, on the important topic of modern corporate governance. Our purpose is to examine the choices that organizations can make in designing governance systems and the impact those choices have on executive decision-making and […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation, Institutional Investors
Tagged Executive Compensation, General governance, Risk management, Risk oversight, Succession
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OECD Guidelines for Multinational Enterprises Revised for 2011
Recently, 42 countries agreed to a revised version of the Organisation for Economic Co-operation and Development’s Guidelines for Multinational Enterprises. This group includes the 34 OECD countries plus Argentina, Brazil, Egypt, Latvia, Lithuania, Morocco, Peru and Romania. The Guidelines are a non-binding code of conduct aimed at promoting more responsible conduct among the international business […]
Click here to read the complete postGood Monitoring, Bad Monitoring
In our paper, Good Monitoring, Bad Monitoring, which was recently made publicly available on SSSRN, we estimate the value of monitoring in publicly traded corporations by exploiting as a “natural experiment,” an unexpected and controversial decision of the Delaware Supreme Court that significantly tightened scrutiny over board decisions in Delaware-incorporated firms in 1985. We analyze […]
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Posted in Academic Research, Boards of Directors, Court Cases, Empirical Research
Tagged Board monitoring, Delaware articles, Delaware cases, Delaware law, Smith v. Van Gorkom
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Separation of Chair and CEO Roles
In light of required disclosure about board leadership structure, the decision of whether or not to separate the chairman and chief executive roles remains a hot governance topic for public companies, boards, and shareholders. This report examines some of the academic literature surrounding the debate and proposes that board effectiveness is affected by the chairman’s […]
Click here to read the complete postThe Timeliness of Bad Earnings News and Litigation Risk
In our paper, The Timeliness of Bad Earnings News and Litigation Risk, which was recently made publicly available on SSRN, we examine the relation between the timeliness of bad earnings news and the incidence of securities litigation. Skinner (1994) proposes that the earlier revelation of bad news reduces the expected costs of litigation because earlier […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Analysts, Earnings disclosure, Securities litigation
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Disclosure of Corporate Political Spending a Needed First Step
The International Corporate Governance Network (ICGN) would like to voice its support for the recent petition that was sent to the Securities and Exchange Commission on August 3, 2011 by the Committee on Disclosure of Corporate Political Spending, advocating a rulemaking project to require disclosure of corporate political spending to public company shareholders. The ICGN […]
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