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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
Law Professors Submit Amicus Brief in Proxy Access Case
Editor’s Note: This post relates to a brief submitted by 36 law professors, including Professor Coates and Professor Victor Brudney, in the case of Business Roundtable and Chamber Of Commerce v. SEC. Boston College Law Professor Kent Greenfield led the organization of the group, and the brief was written by Jay Eisenhofer, Michael Barry and […]
Click here to read the complete postThe Sarbanes-Oxley Act and Exit Strategies of Private Firms
In the paper, The Sarbanes-Oxley Act and Exit Strategies of Private Firms, which was recently made publicly available on SSRN, we examine the costs of SOX compliance for private firms wanting to exit the private market via either an acquisition by a public firm or an IPO. The costs and benefits of the Sarbanes-Oxley Act […]
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Posted in Academic Research, Empirical Research, Financial Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions
Tagged IPOs, Private firms, SOX
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Reform of the European Markets in Financial Instruments Directive
On December 8, 2010, the European Commission published a public consultation (the “Consultation”) [1] on the review of the Markets in Financial Instruments Directive (“MiFID”). [2] The Consultation follows technical advice published in July 2010 and October 2010 [3] by the Committee of European Securities Regulators (“CESR”) relating to a number of potential MiFID reforms. […]
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Posted in Banking & Financial Institutions, Derivatives, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Derivatives, Europe, European Commission, Financial reporting, Investor protection, Securities regulation, Third-country firms
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UK and European Remuneration Reform: Year in Review
In the past three years, international regulatory focus on remuneration has gripped the globe. The heart of the debate which arose in the context of remuneration structures in investment banking and their contribution to global financial crisis has extended past this into remuneration across a broad range of industries. This past year has seen a […]
Click here to read the complete postPrivate Equity in the 21st Century
In the paper, Private Equity in the 21st Century: Cash Flows, Performance, and Contract Terms from 1984-2010, which was recently made publicly available on SSRN, we use a large, proprietary database of private equity cash flows and management contract terms over the period 1984-2010, comprising close to 40% of the U.S. Venture Economics universe, to […]
Click here to read the complete postThe Financial Crisis Inquiry Commission Report
Editor’s Note: Byron Georgiou, a member of the Program on Corporate Governance’s Advisory Board, is one of ten members nationally appointed to serve on the Financial Crisis Inquiry Commission. After a year’s work reviewing millions of documents, interviewing over 700 witnesses, and conducting 19 days of hearings throughout America, the Financial Crisis Inquiry Commission issued […]
Click here to read the complete postFSOC Study on Implementing the Volcker Rule: Missed Opportunities and Some Surprises
On January 18, 2011, the Financial Stability Oversight Council (“FSOC”) issued its long-awaited report on a key provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act known as the “Volcker Rule,” which generally prohibits banking entities from engaging in proprietary trading and from investing in or sponsoring hedge funds and private equity funds. […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Dodd-Frank Act, FSOC, Hedge funds, Proprietary trading, Volcker Rule
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Camouflaged Earnings Management
In the paper, Camouflaged Earnings Management, which was recently made publicly available on SSRN, we argue that cash management (in particular one that converts accruals into cash or vice versa) may reduce the transparency of possible earnings management. In recent years, there has been increased scrutiny of financial reporting and greater analysts and investors attention […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Legislative & Regulatory Developments
Tagged Cash flows, Earnings management, Financial reporting, SOX
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Extraterritorial Application of Section 10(b) to Security-Based Swap Agreements
On December 30, 2010, Judge Harold Baer, Jr. of the United States District Court for the Southern District of New York granted a motion dismissing with prejudice six complaints seeking more than $2.5 billion in damages against Porsche Automobil Holding SE (“Porsche”) and two of its former executives. In so doing, the Court held in […]
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Posted in Court Cases, Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Elliott v. Porsche, Exchange Act, Morrison v. National Australia Bank Ltd., Section 10(b), Swaps, U.S. federal courts
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Shareholder Voting and Corporate Governance Around the World
In the paper, Shareholder Voting and Corporate Governance around the World, which was recently made publicly available on SSRN, we study the votes cast by U.S. institutional investors in elections to assess the impact of internal (firm-level) and external (country-level) corporate governance on shareholder voting patterns. The right to vote is arguably the most fundamental […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Institutional Investors, Institutional voting, International governance, Proxy advisors
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