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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
Good 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 […]
Click here to read the complete postEffects of Local Director Markets on Corporate Boards
In our paper, Effects of Local Director Markets on Corporate Boards, which was recently made publicly available on SSRN, we examine how local director labor markets affect board composition and the quality of corporate governance. We document that the supply of potential directors in the local labor market strongly affects board composition of S&P 1500 […]
Click here to read the complete postProfessors Argue Against U.S. Courts Hearing Foreign Securities Claims
A group of professors of American and German securities law submitted an amicus brief to the Second Circuit Court of Appeals in Elliott Associates v. Porsche, on Wednesday August 3, 2011. Amici urged the Court to prevent private parties from using U.S. courts to litigate claims that exceed the subject matter that Congress intended to […]
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Posted in Academic Research, Court Cases, Securities Regulation
Tagged Elliott v. Porsche, Exchange Act, Extraterritoriality, Morrison v. National Australia Bank Ltd., Swaps, U.S. federal courts
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Preparing for Increased Takeover Activity in Europe
In spite of the crisis relating to state debt in certain European countries, 2011 has so far been a year that has seen a resurgence in the field of mergers and acquisitions in Europe. The proposed merger of the NYSE and Deutsche Börse, Volkswagen’s bid for MAN SE, LVHM’s tender offer for jewel company Bulgari […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, Europe, Takeovers
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General Accountability Office Struggles with Dodd-Frank’s Volcker Rule
The General Accountability Office (“GAO”) recently completed a study mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of the risks and conflicts of interest associated with proprietary trading by U.S. banking institutions (the “Study”). Proprietary trading will be prohibited by Dodd-Frank’s Volcker Rule beginning in July 2012, and the Study was intended […]
Click here to read the complete postThe Effect of Liquidity on Governance
In our paper, The Effect of Liquidity on Governance, which was recently made publicly available on SSRN, we study how stock liquidity affects whether and how blockholders choose to exert governance on a firm. We find that liquidity encourages shareholders to acquire blocks (stakes of at least 5%). Conditional upon a block being formed, liquidity […]
Click here to read the complete postCFTC and SEC Joint Roundtable on Extraterritorial Scope of Swaps Regulation
On Monday, August 1, 2011, the Commodity Futures Trading Commission (“CFTC”) and the Securities Exchange Commission (“SEC”, and together with the CFTC, the “Commissions”) jointly held a public roundtable discussion on international issues related to swaps regulations under the Dodd-Frank Act. The roundtable consisted of three sessions on the following topics: cross-border transactions; global entities; […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CFTC, Cross-border transactions, Dodd-Frank Act, Extraterritoriality, SEC, Swaps
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