-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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 SEC Push for Enhanced Disclosure of Litigation Contingencies
Over the last several days, there has been a raft of SEC filings in which companies have disclosed “reasonably possible” litigation losses. These filings are the result of SEC pressure and an interpretative position advanced by the Staff. In recent speeches, the Chief Accountant of the SEC’s Division of Corporation Finance has questioned whether companies […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged ASC 450, Filings, Litigation disclosures, Loss contingencies, SEC
Comments Off on The SEC Push for Enhanced Disclosure of Litigation Contingencies
How Stable Are Corporate Capital Structures?
In the paper, How Stable Are Corporate Capital Structures? which was recently made publicly available on SSRN, we examine the stability of corporate capital structures. Overall, the evidence indicates that time-series variation in the leverage of individual firms is of first-order importance, with leverage instability reflecting the external funding of company expansion and with mature […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Capital structure, Financing conditions, Leverage
Comments Off on How Stable Are Corporate Capital Structures?
Poison Pills in 2011
Having been buffeted by sustained attacks from activists and proxy voting advisors in past years, the shareholder rights agreement is no longer as prevalent as it once was—a phenomenon that has been documented by many corporate governance observers like The Conference Board. However, the most recent case law confirms the validity of poison pills that […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Beneficial owners, Boards of Directors, Hostile takeover, NOLs, Poison pills, Staggered boards, The Conference Board
Comments Off on Poison Pills in 2011
FDIC’s Second Notice of Proposed Rulemaking under the Orderly Liquidation Authority
This Davis Polk memorandum, primarily written by Randy Guynn and Reena Agrawal Sahni, describes the FDIC’s second notice of proposed rulemaking, published on March 23, 2011, to implement its new Orderly Liquidation Authority (OLA) under Title II of the Dodd-Frank Act. The proposed rules raise significant issues in a number of areas, including the recoupment […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bankruptcy Code, FDIC, Resolution authority
Comments Off on FDIC’s Second Notice of Proposed Rulemaking under the Orderly Liquidation Authority
Share Repurchases, Equity Issuances, and the Optimal Design of Executive Pay
Academics, regulators, and investors have been urging firms to tie executive pay to the long-term stock price. In the paper, Share Repurchases, Equity Issuances, and the Optimal Design of Executive Pay, which was recently made publicly available on SSRN, I explain why tying executive pay to the future value of the firm’s stock—even the stock’s […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation, HLS Research
Tagged Equity-based compensation, Incentives, Insider trading, Repurchases, Shareholder value
Comments Off on Share Repurchases, Equity Issuances, and the Optimal Design of Executive Pay
Florida SBA Supports Proxy Access and Advisory Firm Transparency
Proxy Access The SEC passed a new rule which would give shareowners greater “Proxy Access” and an avenue to challenge unresponsive directors. By a 3-2 vote, the SEC gave individual (or groups of shareowners) who held 3 percent ownership for 3 years the right to put candidates on corporate ballots. Shareowners would be able to […]
Click here to read the complete post
Posted in Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Florida SBA, Proxy access, Proxy advisors, Shareholder activism
Comments Off on Florida SBA Supports Proxy Access and Advisory Firm Transparency
The Directors’ Duty to Inform
Comply-and-Explain: Should Directors Have a Duty to Inform?, published recently in Duke Law School’s Journal of Law and Contemporary Problems, argues that the directors of publicly held companies in the United States should be subject to a new state law duty requiring them to explain to shareholders how the board is exercising business judgment and […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Duty to inform, ERISA, Fiduciary duties, Proxy voting, Regulation FD, Rule 14a-8, Sodali
Comments Off on The Directors’ Duty to Inform
Flexibility of the FSB Principles for Sound Compensation Practices at Financial Institutions
The Principles for Sound Compensation Practices at financial institutions and their Implementation Standards issued in 2009 by the Financial Stability Board (FSB) are only the first step in a complex global reform process that is currently underway at both regional and national levels. This process is the outcome of an intense political debate conducted against […]
Click here to read the complete postEarly Results from 2011 Proxy Season Show Trends on “Say-on-Frequency” Resolutions
According to our research, more than 300 companies subject to Dodd-Frank’s say-on-pay vote requirements have filed proxy statements thus far this year. Of those, 125 companies have held shareholder meetings at which shareholders have voted on advisory resolutions on the frequency in which say-on-pay resolutions should appear on the proxy ballot (commonly referred to as […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Georgeson, Proxy voting, Say on frequency, Say on pay
Comments Off on Early Results from 2011 Proxy Season Show Trends on “Say-on-Frequency” Resolutions
Overconfidence, Compensation Contracts, and Capital Budgeting
In our forthcoming Journal of Finance paper, Overconfidence, Compensation Contracts, and Capital Budgeting, we study the interaction of managerial overconfidence and compensation in the context of a firm’s investment policy. To do so, we develop a capital budgeting problem in which a manager, using his information about the prospects of a risky project, must decide […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Firm valuation, Manager characteristics, Overconfidence, Risk, Risk-taking
Comments Off on Overconfidence, Compensation Contracts, and Capital Budgeting