-
Supported By:
Subscribe or Follow
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
Do Independence and Financial Expertise of the Board Matter for Risk Taking and Performance?
In our paper, Do Independence and Financial Expertise of the Board Matter for Risk Taking and Performance? which was recently made publicly available on SSRN, we examine how board independence and the percentage of financial experts among independent directors relate to risk taking and performance of commercial banks during the period from 2003 to 2008, […]
Click here to read the complete postThe Business Case for Corporate Social Responsibility
In the last decade, in particular, empirical research has brought evidence of the measurable payoff of corporate social responsibility (CSR) initiatives to companies as well as their stakeholders. Companies have a variety of reasons for being attentive to CSR. This report documents some of the potential bottomline benefits: reducing cost and risk, gaining competitive advantage, […]
Click here to read the complete postToo Big to Fail or Too Big to Change
Two and half years removed from the worst financial crisis since the Great Depression, the investing public has grown increasingly frustrated with the lack of criminal prosecutions of, and absence of truly significant fines levied against, the senior executives and companies responsible for igniting the subprime meltdown. Pundits have criticized the Securities and Exchange Commission […]
Click here to read the complete postWhen It Pays to Pay Your Investment Banker
In our paper, When It Pays to Pay Your Investment Banker: New Evidence on the Role of Financial Advisors in M&As, forthcoming in the Journal of Finance, we provide new evidence on the role of financial advisors in M&As. Mergers and acquisitions (M&As) constitute one of the most important activities in corporate finance, bringing about […]
Click here to read the complete postU.S. Supreme Court Clarifies the Scope of Private Liability Under Rule 10b-5
On June 13, 2011, the U.S. Supreme Court concluded that Janus Capital Management (JCM) cannot be held liable in a private suit under the Securities and Exchange Commission’s Rule 10b-5 for drafting allegedly misleading prospectuses for the mutual funds it advises. Reversing a contrary decision by the Fourth Circuit, the Court held in Janus Capital […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Financial advisers, Janus Capital v. Traders, Rule 10b-5, Securities litigation, Supreme Court
Comments Off on U.S. Supreme Court Clarifies the Scope of Private Liability Under Rule 10b-5
Information Disclosure and Corporate Governance
Corporate disclosure is widely seen as an unambiguous good. In our paper, Information Disclosure and Corporate Governance, forthcoming in the Journal of Finance, we show that this view is, at best, incomplete. Greater disclosure tends to raise executive compensation and can create additional or exacerbate existing agency problems. Hence, even ignoring the direct costs of […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Agency costs, Disclosure, Information environment, Small firms
Comments Off on Information Disclosure and Corporate Governance
Holding Steady in an Active Market
Favorable market conditions appear to be producing a substantial increase in shareholder activism and hostile takeover activity this year. Led by pension funds and hedge funds, activist investors have been emboldened by recent changes in corporate governance. As boards of directors and management teams address demands by regulators as well as heightened attacks from shareholder […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Dodd-Frank Act, Hostile takeover, Say on pay, Shareholder activism, Takeover defenses
Comments Off on Holding Steady in an Active Market
New Insights into Calculating Securities Damages
My co-author, Atanu Saha, and I have recently posted three papers dealing with securities damage issues. The first paper, Forward-Casting 10b-5 Damages: A Comparison to Other Methods, discusses and critiques two commonly used methods for calculating securities fraud damages under Rule 10b-5: constant dollar back-casting and the allocation method. We also present the forward-casting method, […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, HLS Research, Securities Litigation & Enforcement
Tagged ERISA, Materiality, Rule 10b-5, Securities damages, Securities fraud
Comments Off on New Insights into Calculating Securities Damages
Corporate Law Lessons from Ancient Rome
How did the Romans finance capital-intensive endeavors such as the erection of temples, the pavement of roads, or the trading of goods from foreign countries? This question has fascinated generations of classical readers and scholars. It is, however, also of interest to the corporate lawyer of today, because Ancient Rome helps us better understand the […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Private Equity
Tagged Ancient Rome, Capital markets, Public firms
Comments Off on Corporate Law Lessons from Ancient Rome
Does CEO Education Matter?
Selecting a new CEO is among the most delicate decisions a board of directors will ever face. The selection process is exposed to so many unknowns: personality, integrity, technical skills, and experience. Such intangibles are very hard to assess, let alone compare among candidates. In this evaluation, the education of a candidate may be one […]
Click here to read the complete post