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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
- 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
CD&A Template Will Help Issuers Improve Compensation Disclosure
The compensation discussion and analysis (CD&A) portion of the corporate proxy statement has been a point of frustration for both issuers and investors since its adoption by the U.S. Securities and Exchange Commission (SEC) in 2006. The compensation disclosure regime was intended to help both shareowners and boards of directors make more informed decisions concerning […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged CD&A, CFA Institute, Compensation disclosure, Executive Compensation, Proxy materials
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Credit Quality as a Bonus Underpin
In the aftermath of the recent financial crisis, bank remuneration remains a critically sensitive issue – for shareholders, creditors, regulators, governments and the general public. This is particularly the case for those systemically important financial institutions that received government bailouts. While many of these institutions are beginning to recover, the negative effects of increased debt […]
Click here to read the complete postThe Matrixx of Materiality and Statistical Significance in Securities Fraud Cases
The US Supreme Court will soon consider whether information needs to be statistically significant for it to be deemed material and required to be disclosed by a company. To understand this issue, one must understand both statistical significance and materiality. If this is a topic of interest to you, then you may want to read […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Materiality, Securities fraud, Supreme Court
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Securities Litigation Update
We reported in Gibson Dunn’s 2010 Mid-Year Securities Litigation Update that the first half of 2010 was a busy one for securities litigation. That remained so in the second half of the year. The securities litigation landscape has featured ongoing battles in the trial courts regarding the scope and application of the Supreme Court’s decision […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Morrison v. National Australia Bank Ltd., SEC, Securities litigation, Supreme Court
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Capital Market Myopia and Plant Productivity
In the paper, Does Capital Market Myopia Affect Plant Productivity? Evidence from Going Private Transactions, which was recently made publicly available on SSRN, we hypothesize that if capital markets pressure listed firms to be myopic in a way that impacts efficiency (an influential criticism of the stock market oriented U.S. financial system), then going private […]
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Posted in Academic Research, Empirical Research
Tagged Capital markets, Efficiency, Firm performance, Going private
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Dodd-Frank and Mutual Funds: Alternative Approaches to Systemic Risk
The Credit Crisis and Reform Largely in response to the recent credit crisis (Credit Crisis), the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) was enacted in July 2010. The Dodd-Frank Act is an historic and wide-ranging piece of legislation and constitutes the most significant legislative change in the regulation and supervision of […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications
Tagged David Geffen, Dechert, Dodd-Frank Act, Financial advisers, Investment Company Act, Leverage, Mutual funds, Special purpose vehicles, Systemic risk
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The Outlook for Bank M&A in 2011
As we move into 2011, interesting shifts are taking place that could make the year a significant one for consolidation in the U.S. financial sector. The end of 2010 witnessed a flurry of concentrated activity, including repayments of TARP by several large institutions and significant announced acquisitions (such as Wilmington Trust by M&T, Marshall & […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Financial crisis, Financial reform, TARP
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On the Optimality of Shareholder Control
In the paper, On the Optimality of Shareholder Control: Evidence from the Dodd-Frank Financial Reform Act, which was recently made publicly available on SSRN, we use three events involving the adoption of the SEC’s “proxy access” rule in 2010 as natural experiments to test the effects of allocating more direct control to shareholders on firm […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors, Legislative & Regulatory Developments
Tagged Dodd-Frank Act, Firm valuation, Proxy access, Shareholder activism
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New Rules Governing Compensation within French Financial Institutions
On December 17, 2010, the French Journal Officiel published an arrêté [1], (i) supplementing the rules adopted by the arrêté dated November 3, 2009 governing the variable compensation of “financial market professionals” employed by credit institutions and investment firms (see our publication of December 4, 2009), and (ii) giving the French Prudential Control Authority additional […]
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Posted in Banking & Financial Institutions, Executive Compensation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Europe, Executive Compensation, France
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SEC Proposes Rules Governing Private Fund Risk Reporting and Investor Definitions
I. Private Fund Systemic Risk Reporting On January 25, 2011, the U.S. Securities and Exchange Commission (the “SEC”) proposed new Rule 204(b)-1 (the “Proposed Rule”) [1] under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), to implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accredited investors, Dodd-Frank Act, Financial advisers, Private funds, Reporting regulation, Rule 204b, SEC, Systemic risk
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