Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

UK Financial Services Authority Issues the Final-Form Remuneration Code

On 17 December 2010, the UK’s Financial Services Authority (“FSA”) issued the final form of the revised Remuneration Code (the “Code”). [1] The Code introduces significant restrictions on the way in which remuneration policies and structures are operated within financial institutions in the UK and beyond. The Code builds upon international standards set by the […]

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Posted in Banking & Financial Institutions, Executive Compensation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , , , | Comments Off on UK Financial Services Authority Issues the Final-Form Remuneration Code

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 , , , | Comments Off on Regulating Wall Street

The Latest Word on 2011 Say on Pay Vote Recommendations

Dodd-Frank and Proposed Say on Pay Vote Rules On October 18, 2010, the Securities and Exchange Commission (SEC) published proposed rules (Proposed Rules) implementing Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Act). Section 951 generally requires US public companies to provide their shareholders the right to cast three types […]

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Posted in Corporate Elections & Voting, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , , | Comments Off on The Latest Word on 2011 Say on Pay Vote Recommendations

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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Harvard Corporate Faculty Lead SSRN Rankings

Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2010, Harvard Law School faculty members associated with the Program on Corporate Governance featured prominently on SSRN author rankings. These faculty captured six of the top 100 slots – including the number one slot – among the top 100 […]

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Does Shareholder Proxy Access Improve Firm Value?

In our paper, Does Shareholder Proxy Access Improve Firm Value? Evidence from the Business Roundtable Challenge, which was recently made publicly available on SSRN, we use a natural experiment to assess the shareholder wealth implications of shareholder proxy access. We study stock returns on October 4, 2010, when the SEC unexpectedly delayed proxy access for […]

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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, HLS Research, Legislative & Regulatory Developments, Securities Regulation | Tagged , , , , , | 1 Comment

E-Proxy Reform, Activism, and the Decline in Retail Shareholder Voting

Shareholder voting is a hot button issue for regulators and policy makers in the United States as well as in Europe. However, amending the proxy system can be challenging, given the many unintended consequences of single changes on the system as a whole. The recent e-proxy reform by the U.S. Securities and Exchange Commission (SEC) […]

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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , | 1 Comment

Making Sense of Executive Compensation

In the attempt of promoting financial stability and better risk-management practices, the Dodd-Frank Act has introduced a number of significant executive compensation rules affecting all public U.S. companies. In my paper, Making Sense of Executive Compensation, which was recently made publicly available on SSRN and is forthcoming in the Delaware Journal of Corporate Law,  I […]

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The Effect of Tax Authority Monitoring and Enforcement on Financial Reporting Quality

In the paper, Uncle Sam Is Watching: The Effect of Tax Authority Monitoring and Enforcement on Financial Reporting Quality, which was recently made publicly available on SSRN, we examine the relation between tax enforcement and financial reporting quality. We proxy for financial reporting quality using the extent to which earnings map into cash flows and […]

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The Window Closing Pill – One Response to Stealth Stock Acquisitions

The recent announcement of accumulations of stock in J.C. Penney and Fortune Brands substantially in excess of the five percent Schedule 13D reporting threshold prior to any public disclosure has focused attention on possible inadequacies in the regulatory system in providing companies, their stockholders, and the trading markets with advance notice of significant ownership by […]

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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , , | 1 Comment