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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
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 […]
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Posted in Academic Research, Empirical Research, Executive Compensation, HLS Research
Tagged Equity-based compensation, Incentives, Insider trading, Repurchases, Shareholder value
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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 […]
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Posted in Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Florida SBA, Proxy access, Proxy advisors, Shareholder activism
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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 […]
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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
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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 […]
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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
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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 […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Firm valuation, Manager characteristics, Overconfidence, Risk, Risk-taking
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SEC Proposes Reaffirmation of Existing Treatment of Security-Based Swaps
As anticipated, the U.S. Securities and Exchange Commission has proposed to readopt certain of its current rules, with no changes, in order to confirm that the Dodd-Frank Wall Street Reform and Consumer Protection Act did not alter the treatment of “security-based swaps” for purposes of determining “beneficial ownership” of equity securities under Sections 13 and […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Beneficial owners, Dodd-Frank Act, Exchange Act, Exchange Act s.13, Exchange Act s.16, SEC, Swaps
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Delaware Decision Supports Properly Structured Top-Up Options in Tender Offers
Since their emergence about ten years ago, “top-up” options have become a common feature in tender offers forming the first stage in a “two-step” cash acquisition. A recent decision of the Delaware Court of Chancery confirms that properly structured top-up options will withstand legal challenge and effectively facilitate prompt completion of a back-end merger. Olson […]
Click here to read the complete postDo Pension-Related Business Ties Influence Mutual Fund Proxy Voting?
In the paper, Do Pension-Related Business Ties Influence Mutual Fund Proxy Voting? Evidence from Shareholder Proposals on Executive Compensation, which can be found in a forthcoming issue of the Journal of Financial and Quantitative Analysis, we examine the relation between mutual fund votes on shareholder executive compensation proposals and pension-related business ties between fund families […]
Click here to read the complete postSupreme Court Holds Corporations Don’t Have Privacy Interest Assertable Under FOIA
On March 1, 2011, the U.S. Supreme Court ruled in Federal Communications Commission v. AT&T Inc. that Freedom of Information Act Exemption 7(C) – which exempts from required public disclosure information “compiled for law enforcement purposes” the disclosure of which “could reasonably be expected to constitute an unwarranted invasion of personal privacy” – could not […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications
Tagged Disclosure, FCC v. AT&T, FOIA, Privacy, Supreme Court
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