Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Proxy Advisory Firms and Stock Option Exchanges

In our paper, Proxy Advisory Firms and Stock Option Exchanges: The Case of Institutional Shareholder Services, which was recently made publicly available on SSRN, we examine the role of proxy advisors in the specific context of stock option exchanges, where firms replace underwater stock options with new awards of options, restricted stock and/or cash. We […]

Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors | Tagged , , , , | 2 Comments

SEC Strengthens Shareholders’ Role In Corporate Political Speech Decisions

The Supreme Court’s recent decision in Citizens United v. FEC makes clear that corporations have considerable freedom to spend corporate funds on elections. In an article published in the Harvard Law Review last November, Lucian Bebchuk and I argued that, in the wake of Citizens United, lawmakers should reconsider the corporate-law rules governing who decides […]

Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Court Cases, Legislative & Regulatory Developments | Tagged , , , , | 1 Comment

Corporate Aid to Japan

The recent crisis in Japan has resulted in an outpouring of support from citizens and corporations around the world. Numerous relief programs have been established to provide conduits for distributing the money, goods and services that the people of Japan will need to survive and recover from these natural disasters. The Conference Board has conducted […]

Click here to read the complete post
Posted in Corporate Social Responsibility, Practitioner Publications | Tagged , , , | 1 Comment

One Dollar CEO Salaries

In our paper, One Dollar CEO Salaries: An Empirical Examination of the Determinants and Consequences, which was recently made publicly available on SSRN, we examine a sample of 278 CEO-firm-years (87 firms and 88 CEOs) between 1995 and 2009 where the CEO’s salary is $1. First, we analyze the determinants of a firm’s (or CEO’s) […]

Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation | Tagged , , | Comments Off on One Dollar CEO Salaries

May 2011 Dodd-Frank Rulemaking Progress Report

This posting, the Davis Polk Dodd-Frank Rulemaking Progress Report, is the second in a new 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 […]

Click here to read the complete post
Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , | Comments Off on May 2011 Dodd-Frank Rulemaking Progress Report

New Challenges and Strategies for Designating Delaware as Jurisdiction for Corporate Disputes

Since the Delaware Chancery Court’s opinion in In re Revlon, Inc. Shareholders Litig., [1] where Vice Chancellor Laster endorsed a Delaware entity’s right to mandate in its governance documents a chosen forum for the resolution of intra-corporate disputes, numerous boards of public companies have determined that such a provision is in the best interests of […]

Click here to read the complete post
Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications | Tagged , , , , , , | 1 Comment

Can Firms Build Capital-Market Reputation to Substitute for Poor Investor Protection?

In the paper, Can Firms Build Capital-Market Reputation to Substitute for Poor Investor Protection? Evidence from Dividend Policies, which was recently made publicly available on SSRN, we provide empirical evidence of one particular commitment mechanism that firms use to establish a reputation for good treatment of shareholders. Specifically, we show that in countries where legal […]

Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation | Tagged , , , , | Comments Off on Can Firms Build Capital-Market Reputation to Substitute for Poor Investor Protection?

Harvard Convenes the M&A Roundtable

The Harvard Law School Program on Corporate Governance will convene its M&A roundtable later this week. The M&A Roundtable, which is supported by the Corporation Service Company, will bring together leading M&A experts, including from the judiciary, legal practice, investment banking and the investor community. The Roundtable will discuss current issues at the forefront of […]

Click here to read the complete post
Posted in Mergers & Acquisitions, Program News & Events | Tagged | Comments Off on Harvard Convenes the M&A Roundtable

Firm Mortality and Natal Financial Care

In the paper, Firm Mortality and Natal Financial Care, which was recently made publicly available on SSRN, we ask three related questions about the survival of U.S. public firms in the 1985 to 2006 period. First, what is their death rate as a function of age after their initial public offerings (IPOs)? Second, do financial […]

Click here to read the complete post
Posted in Academic Research, Empirical Research, Private Equity | Tagged , , | Comments Off on Firm Mortality and Natal Financial Care

Treasury Clarifies FBAR Regulations for Private Investment Funds

On March 28, 2011, the Final Regulations, issued by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (“Treasury”) relating to the filing of Reports of Foreign Bank and Financial Accounts (“FBAR”) became effective. Notably, the Final Regulations do not require ownership interests in, or signing or other authority over, private investment […]

Click here to read the complete post
Posted in Accounting & Disclosure, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , | 1 Comment