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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
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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ISS Guidance Regarding Compensation Policies for the 2011 Proxy Season
Institutional Shareholder Services, Inc. (ISS) recently published Frequently Asked Questions (FAQs) regarding its U.S. compensation policies for 2011. The FAQs address a number of issues regarding the shareholder advisory votes on executive compensation required by the Dodd-Frank Act (Dodd-Frank) and provide useful clarification of a number of other recent ISS pronouncements. Say-on-Pay Frequency Vote. The […]
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Posted in Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Executive Compensation, Golden parachutes, ISS, Say on pay
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Staggered Boards and the Wealth of Shareholders: Evidence from the two Airgas Rulings
The Program on Corporate Governance just issued our paper Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment. While staggered boards are known to be negatively correlated with firm valuation, such association might be due to staggered boards either bringing about lower firm value or merely being the product of the tendency […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Court Cases, Empirical Research, HLS Research
Tagged Airgas v. Air Products & Chemicals, Antitakeover, Boards of Directors, Delaware cases, Delaware law, Proxy contests, Staggered boards, Takeover defenses
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Computerization and the Abacus: Reputation, Trust, and Fiduciary Duties in Investment Banking
Editor’s Note: Steven Davidoff is a Professor of Law at the University of Connecticut. This post is based on a paper by Mr. Davidoff, William J. Wilhelm, Jr. of the University of Virginia, and Alan D. Morrison of the University of Oxford. In our essay Computerization and the Abacus: Reputation, Trust, and Fiduciary Duties in Investment […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Securities Litigation & Enforcement
Tagged CDOs, Fiduciary duties, Goldman Sachs, SEC, Securitization
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2010 Year-End Securities Enforcement Update
I. Overview of 2010 The year 2010 has been a watershed year for securities enforcement. The Dodd-Frank Wall Street Reform and Consumer Protection Act gave the SEC additional enforcement powers, while also bringing additional market participants under SEC registration and potentially elevating the standards of conduct for other securities professionals. At the same time, the […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Dodd-Frank Act, SEC, SEC enforcement, Securities enforcement
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Capital-Market Effects of Securities Regulation
In the paper, Capital-Market Effects of Securities Regulation: The Role of Implementation and Enforcement, which was recently made publicly available on SSRN, my co-authors (Hans Christensen of the University of Chicago and Luzi Hail of the University of Pennsylvania) and I examine capital-market effects of changes in securities regulation. We focus on two key EU […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Europe, Liquidity, Securities enforcement, Securities regulation, Transparency
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