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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
The 2011 CEO Succession Report
In our study, The 2011 CEO Succession Report, which The Conference Board recently released, we document 2009-2010 succession events regarding the chief executive officer of S&P 500 companies and analyze those events in the historical context of the last two decades. The report is organized in four parts. Part I: CEO Succession Trends illustrates year-by-year […]
Click here to read the complete postCorporate Governance and Banks
How did the governance structure of banks perform during the financial crisis? In our paper, Corporate Governance and Banks: What Have We Learned from the Financial Crisis? we examine this question in light of recent academic work and policy discussions. We begin by providing a twist on the usual question of what is different about […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis
Tagged Banks, Financial crisis, General governance, Shadow banking
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Transparency and Confidentiality in the Post Financial Crisis World
The U. S. Congressional response to the most significant financial crisis since the Great Depression was to mandate, among other things, an unprecedented amount of new types of disclosure by financial institutions and their supervisors. In the Dodd-Frank Act, Congress created a new oversight body—the Financial Stability Oversight Counsel (FSOC), which is responsible for supervision […]
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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Confidentiality, Dodd-Frank Act, FOIA, FSOC, Transparency
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2011 Private Equity Buyer/Public Target M&A Deal Study
We conducted our survey, in part, to observe any notable trends or themes based on our review of the 25 transactions. Please note, however, that in our experience, particularly in terms of deal-making post-2008 credit crisis, these deals are often sui generis due to a number of factors, including the marketability/prospects of the target, the […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Break fees, Go-shop, Private equity
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Say on Pay: A Victory for Shareholders and the Executive Pay Model
In the first year of Say on Pay (SOP), executive pay programs at thousands of U.S. public companies have received strong support from shareholders. An overwhelming majority have supported resolutions at more than 98% of companies holding votes. Though opportunities remain for companies to improve their pay programs, most should view SOP results as a […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, ISS, Pay Governance, Say on pay, SEC, Shareholder voting
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Banks’ Survival During the Financial Crisis
In our paper, Banks’ Survival during the Financial Crisis: The Role of Financial Reporting Transparency, which was recently made publicly available on SSRN, we focus on how financial reporting quality affects bank stability by examining the relation between bank transparency and regulatory intervention in the form of enforcement orders and bank closures. Enforcement orders are […]
Click here to read the complete postAnnounced Modifications to HSR Reporting
The Federal Trade Commission (“FTC”) has announced final rules implementing modifications to the Hart-Scott-Rodino (“HSR”) Premerger Notification Rules and Notification and Report Form (the “Form”) that parties must file under the HSR Act when seeking antitrust clearance for certain mergers and acquisitions. The FTC first published proposed modifications on August 13, 2010, and solicited public […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Antitrust, FTC, Hart-Scott-Rodino Act
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Court Upholds Broad Definition of “Settlement Payments” Under Bankruptcy Code
On June 28, 2011, the Court of Appeals for the Second Circuit upheld the Southern District of New York’s determination that the safe harbor provision in § 546(e) of the Bankruptcy Code protects from the bankruptcy trustee’s powers to avoid transfers made by the Debtor, Enron Corp., to redeem commercial paper prior to maturity. In […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bankruptcy, Bankruptcy Code, Enron, In re Enron Creditors Recovery Corp., U.S. federal courts
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The Dodd-Frank Extraterritorial Jurisdiction Provision
In The Dodd-Frank Extraterritorial Jurisdiction Provision: Was It Effective, Needed or Sufficient?, an article published in the inaugural issue of the Harvard Business Law Review, I discuss the Dodd-Frank Act’s cursory treatment of a critically important issue in global capital markets law: the extraterritorial application of Section 10(b) of the Exchange Act. In Morrison v. […]
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Posted in Academic Research, Court Cases, International Corporate Governance & Regulation, Securities Regulation
Tagged Dodd-Frank Act, Exchange Act, Extraterritoriality, Morrison v. National Australia Bank Ltd., Supreme Court
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