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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
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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Florida SBA Confronts Recent Corporate Governance Issues at Home and Abroad
Global Proxy Voting In 2010, the SBA worked with The Corporate Library to analyze its proxy voting among nine externally managed foreign equity portfolios totaling approximately $9 billion. The vote audit examined a total of 33,729 individual ballot items (proxy voting decisions) across 257 distinct voting categories. The purpose of the foreign equity proxy vote […]
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Posted in Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Florida SBA, Globalization, Majority voting, Proxy voting, Say on pay, Shareholder proposals, Sustainability
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Did Structured Credit Fuel the LBO Boom?
In our forthcoming Journal of Finance paper, Did Structured Credit Fuel the LBO Boom? we study how large shifts in the availability of credit affected the corporate use of leverage by examining LBO transactions that rely heavily on debt financing. We argue that developments that led to the growth of structured credit contributed to increased […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Buyouts, Cash flows, Credit supply, Leveraged acquisitions
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Lucian Bebchuk Elected to Norilsk Nickel’s Board of Directors
According to a press release by MMC Norilsk Nickel, Harvard Law School Professor Lucian Bebchuk was elected for the Company’s Board of Directors as an independent director. The election occurred in an Extraordinary Shareholder Meeting taking place earlier this month. In a press release, UC RUSAL, the world’s largest aluminum producer and owner of a […]
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Posted in Program News & Events
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Proposed Rule on Incentive-Based Compensation at Financial Institutions
On Feb. 7, 2011, the Federal Deposit Insurance Corporation (FDIC) approved a proposed rule regarding incentive-based compensation at covered financial institutions pursuant to Section 956 of the Dodd-Frank Wall Street and Consumer Protection Act, 12 U.S.C. §5641 (2010). Subsequently, the National Credit Union Administration (NCUA) (Feb. 17) and the Securities and Exchange Commission (SEC) (March […]
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Posted in Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, FDIC, Pay for performance, SEC
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