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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
SEC Submits Brief Supporting Validity of Proxy Access
The Securities and Exchange Commission (SEC) yesterday submitted its initial brief in the widely-followed case of Business Roundtable and Chamber Of Commerce v. Securities And Exchange Commission. The litigation was commenced by the Business Roundtable and the Chamber of Commerce to challenge the validity of the proxy access rules adopted by the SEC in August […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications, Regulators Materials
Tagged Business Roundtable v. SEC, Proxy access, SEC
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The SEC’s First Non-Prosecution Agreement
The SEC yesterday announced its first use of a non-prosecution agreement, one of the new investigative tools that the agency unveiled nearly a year ago. The SEC simultaneously filed an enforcement action against a former sales executive of Carter’s, Inc. See SEC v. Elles, Civ. Action No. 1:10-CV-4118 (N.D. Ga.). The Commission did not bring […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Misreporting, Non-prosecution agreement, SEC enforcement, SEC v. Elles
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The Role of Dynamic Renegotiation and Asymmetric Information in Financial Contracting
In the paper, The Role of Dynamic Renegotiation and Asymmetric Information in Financial Contracting, which was recently made publicly available on SSRN, I show that frequent renegotiation is an integral part of bank lending. Its role is as a complement to restrictive lending agreements that place significant constraints on borrowers’ behaviors. Indeed, it is precisely […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research
Tagged Bank loans, Banks, Contracts, Information asymmetries, Optimal contracting
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Some Thoughts for Boards of Directors in 2011
I. Introduction In the coming year, boards of directors face a two-fold challenge: they must implement the various new legislative, regulatory and “best practice” mandates relating to corporate governance, while at the same time tailoring them to the needs of each corporation and implementing them in ways that will promote the board’s core mission of […]
Click here to read the complete postClassified Boards, the Cost of Debt, and Firm Performance
In the paper, Classified Boards, the Cost of Debt, and Firm Performance, which was recently made publicly available on SSRN, I analyze the effects of classified boards on bondholders’ wealth and the cost of debt, as well as the implications on firm performance. The empirical results suggest that classified boards are strongly associated with a […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research, Mergers & Acquisitions
Tagged Antitakeover, Boards of Directors, Corporate debt, Firm performance, Staggered boards
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Focus in 2011 Will Remain on Executive Compensation
This has been an eventful year in corporate governance. As companies prepare for the 2011 proxy season, it is important to review some of the legislative and regulatory events and key trends of 2010 that are expected to have an impact over the next year. Data from the last proxy season and the revised proxy […]
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Posted in Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Business Roundtable v. SEC, Dodd-Frank Act, Executive Compensation, Golden parachutes, ISS, Proxy voting, Rule 14a-11, Say on pay
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Regulating Wall Street
Investigating the Dodd-Frank Act In our recent book, Regulating Wall Street: The Dodd-Frank Act and the New Architecture of Global Finance, my co-authors (Thomas Cooley, Matthew Richardson, Richard Sylla, and Ingo Walter) and I provide our overall assessment of the legislation in three different ways: From first principles in terms of how economic theory suggests we […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Legislative & Regulatory Developments
Tagged Dodd-Frank Act, Financial crisis, Financial reform, Financial regulation
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Proxy Voting and the Supply/Demand for Securities Lending
In the paper Does Proxy Voting Affect the Supply and/or Demand for Securities Lending? which was recently made publicly available on SSRN, we provide a comprehensive analysis of the securities lending market during a period of tremendous growth in the market. In the past, understanding the securities lending market has been limited partly due to […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Legislative & Regulatory Developments, Securities Regulation
Tagged Institutional Investors, Pedro Saffi, Proxy voting, Securities lending
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