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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
Criteria for an Independent Accounting Standard Setter
In 2008, the Council of Institutional Investors (Council) adopted a policy regarding the independence of international accounting and auditing standard setters. The Council’s policy supports the goal of convergence to a single set of high quality accounting standards designed to produce comparable, reliable, timely, transparent and understandable financial information that will meet the needs of […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Accounting standards, Council of Institutional Investors, Financial reporting, IASB, IFRS, SEC
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Qualifications and Evaluations of Directors and Boards
As part of a continuing study, on April 5 the European Commission issued a consultation green paper on corporate governance. It is a very thoughtful study. It covers many of the same issues that have been the subject of the corporate governance debate in the United States. Of special interest, and relevance to us, is […]
Click here to read the complete postUsing Bank Performance in 1998 to Explain Bank Performance During the Recent Financial Crisis
Rudiger Fahlenbrach, Robert Prilmeier and I have made available a paper on SSRN titled This Time Is the Same: Using Bank Performance in 1998 to Explain Bank Performance During the Recent Financial Crisis. In this paper, we show that banks that performed poorly during the Russian crisis of 1998 also performed poorly during the recent […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Empirical Research, Financial Crisis
Tagged Banks, Financial crisis, Leverage, Russia, Systemic risk
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The SEC’s First Deferred Prosecution Agreement
The SEC recently announced its first use of a deferred prosecution agreement, one of the initiatives announced in January 2010 (and discussed in our previous memo here) to encourage greater cooperation in enforcement investigations. See SEC Press Release. The announcement of this agreement with Tenaris S.A. follows the agency’s first non-prosecution agreement in December 2010 […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Non-prosecution agreement, SEC enforcement
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Delaware Court of Chancery Refines Rules for Mixed-Consideration Mergers
The Delaware Court of Chancery last week provided fresh guidance on the standards of director conduct applicable to part-cash, part-stock mergers and reaffirmed the rules of the road for board process and deal protection provisions in strategic mergers. In re Smurfit-Stone Container Corp. S’holder Litig., C.A. 6164-VCP (May 20, 2011). In a merger agreement announced […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Deal protection, Delaware cases, Delaware law, Director liability, In re Smurfit-Stone
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June 2011 Dodd-Frank Rulemaking Progress Report
This posting, the Davis Polk Dodd-Frank Rulemaking Progress Report, is the third in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Financial regulation
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Strine Nominated for Chancellor
The HLS Forum was pleased to learn that Vice Chancellor Leo Strine, Jr., a Senior Fellow of the Harvard Law School Program on Corporate Governance, has been nominated for the position of Chancellor of the Delaware Chancery Court. Vice Chancellor Strine is the author of many important and influential decisions, as well as numerous insightful […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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The Role of Earnings Guidance in Resolving Sentiment-driven Overvaluation
In our paper, The Party’s Over: The Role of Earnings Guidance in Resolving Sentiment-driven Overvaluation, which was recently made publicly available on SSRN, we show that an important link between investor sentiment and firm overvaluation is optimistic earnings expectations, and that management earnings guidance aids in resolving sentiment-driven overvaluation. Understanding the underlying process linking investor […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Earnings disclosure, Earnings management, Efficiency, Firm valuation
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Clawbacks Under Dodd-Frank and Other Federal Statutes
As used in this post, “clawback” means a repayment of previously received compensation required to be made by an executive to his or her employer. Three federal statutes that provide for clawbacks are discussed in this post. They are: 1. Sarbanes-Oxley Act of 2002 (SOA) §304; 15 U.S.C. §7243(a); 2. Emergency Economic Stabilization Act of […]
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