-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Bribes and Benefits
In the paper, Which firms benefit from bribes, and by how much? Evidence from corruption cases worldwide, which was recently made publicly available on SSRN, we analyze a hand-collected sample of 166 prominent bribery cases, involving 107 publicly listed firms from 20 stock markets that have been reported to have bribed government officials in 52 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research
Tagged Anti-corruption, Compliance & ethics, Firm performance
1 Comment
SEC to Allow Shareholders to Submit Proxy Access Proposals for 2012 Season
The Securities and Exchange Commission has announced that its revisions to the proxy rules to allow shareholders to propose proxy access bylaws and other election or nomination procedures will become effective shortly. The SEC had stayed the effectiveness of these changes to Rule 14a-8 pending the outcome of a judicial review of its mandatory proxy […]
Click here to read the complete postLegislative Developments in Delaware’s “Alternative Entities”
In its latest session, the Delaware legislature enacted several amendments to Delaware’s four “alternative entity” statutes – the Delaware Limited Liability Company Act (“DLLCA”), the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), the Delaware Revised Uniform Partnership Act (“DRUPA”) and the Delaware Statutory Trust Act (“DSTA”). [1] Among other things, the amendments (i) provide a statutory […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Alternative entities, Corporate liability, Delaware law, Delaware legislation, Partnerships
Comments Off on Legislative Developments in Delaware’s “Alternative Entities”
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 […]
Click here to read the complete post
Posted in Accounting & Disclosure, Court Cases, Executive Compensation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Derivative suits, Executive Compensation, Internal Revenue Code, Proxy disclosure, Taxation
Comments Off on Avoiding Shareholder Suits Challenging Executive Compensation
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 […]
Click here to read the complete postExecutive Pay Through a Peer Benchmarking Lens
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 […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Executive Compensation, ISS, Peer groups, SEC
Comments Off on Executive Pay Through a Peer Benchmarking Lens
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 […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation, Institutional Investors
Tagged Executive Compensation, General governance, Risk management, Risk oversight, Succession
Comments Off on Corporate Governance Matters: Lessons for Practitioners
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 […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Court Cases, Empirical Research
Tagged Board monitoring, Delaware articles, Delaware cases, Delaware law, Smith v. Van Gorkom
Comments Off on Good Monitoring, Bad Monitoring