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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
EU Still Not Taking Shareholder Rights Seriously
Editor’s Note: The following post comes to us from Pavlos E. Masouros, a Fellow of Corporate Law at Leiden University. Proponents of the global shareholder activism movement have recently praised the EU for generously empowering shareholders through the so-called Shareholder Rights Directive (“SRD”) (Directive 2007/36/EC). A year after the deadline for the transposition of the […]
Click here to read the complete postReviewing Asset-Backed Securities – Investors Deserve Better
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s statement at a recent open meeting of the SEC, which is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset-backed securities, Dodd-Frank Act, Financial crisis, Investor protection, SEC
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Missing Elements in US Financial Reform
In the paper, Missing Elements in U.S. Financial Reform: A Kubler-Ross Interpretation of the Inadequacy of the Dodd-Frank Act, which was recently made publicly available on SSRN, I summarize the incentive conflicts that led creditors and internal and external supervisors to short-cut and outsource due diligence. It is instructive to think of excessive financial-institution risk-taking […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Empirical Research, Financial Regulation, Legislative & Regulatory Developments, Securities Regulation
Tagged Dodd-Frank Act, Financial regulation, Incentives, Risk, Risk management
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SEC Issues Proposed Rules on Say-on-Pay Voting and Disclosures
On October 18, 2010, the Securities and Exchange Commission issued proposed rules implementing the say-on-pay provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. [1] Section 951 of the Reform Act requires (1) a non-binding shareholder vote on executive compensation, (2) a non-binding vote on the frequency of the say-on-pay vote, (3) disclosure […]
Click here to read the complete postThe Insignificance of Proxy Access
The SEC recently adopted rules on proxy access. These rules grant shareholders who hold at least 3% of the company stock for three years the right to nominate directors and to have their nominees included in the company’s proxy statement and the ballots distributed by the company. Because proxy access is viewed as dramatically lowering […]
Click here to read the complete postProposed Regulations Would Expand ERISA Fiduciary Exposure
On October 21, 2010, the Department of Labor (“DOL”) proposed regulations (the “Proposed Regulations”) that would, if adopted, significantly expand the circumstances in which a person will be treated as a fiduciary under the Employee Retirement Income Security Act of 1974 (“ERISA”) by reason of providing investment advice for a fee to an employee benefit […]
Click here to read the complete postCorporate Governance Reforms and the Allocation of International Capital Flows
In the paper, Corporate Governance Reforms and Firm-Level Allocation of International Capital Flows, recently made publicly available on SSRN, I investigate how investor protection (IP) of acquirer and target countries affects international capital flow allocation at the firm level. A simple model provides an explanation for a well documented but little understood phenomenon on international […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Cross-border transactions, Investor protection
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Private Ordering in the Brave New World of Proxy Access
The SEC has stayed the effectiveness of its proxy access rules during the pendency of litigation challenging their validity on administrative law procedural grounds. The stay has effectively bought public companies a year to prepare fully for the advent of SEC-mandated proxy access. The existing SEC proxy access rules do not purport to preempt state […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Advanced notice, Charter & bylaws, Nominating committees, Private ordering, Proxy access
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