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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
Top-Up Options – Looking Better and Better
As the percentage of tender offers in friendly transactions has risen in recent years, so too has use of so-called “top-up options.” Yet, despite their prevalence, the validity of top-up options has not been addressed squarely by the Delaware courts and continues to be challenged by the plaintiffs’ bar. However, two separate rulings from the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Tender offer, Top-up option
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CEO Compensation and Board Structure Revisited
In our forthcoming Journal of Finance paper entitled CEO Compensation and Board Structure Revisited, we reexamine the results of Chhaochharia and Grinstein (CG, Journal of Finance, 2009; available here on the Forum). In response to the corporate scandals in 2001/2002, the NYSE and Nasdaq imposed director independence requirements for listed companies. CG find that CEO […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Board independence, Boards of Directors, Executive Compensation
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Volcker Rule Continues to Garner Outsized Attention
The “Volcker Rule” continues to receive attention as one of the most forceful provisions adopted by Congress in its recent enactment of financial reform legislation. The Volcker Rule is far-reaching and covers both U.S. banking groups and non-U.S. banking groups with U.S. banking operations. Although the contours of the rule have now been established, the […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Private Equity
Tagged Dodd-Frank Act, Hedge funds, Proprietary trading, Volcker Rule
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UK Takeover Panel Publishes Review of Takeover Rules
The UK Panel on Takeovers and Mergers yesterday published the conclusions of its review, commenced in June 2010, regarding possible amendments to the UK Takeover Code, which governs the conduct of takeover bids involving UK listed companies. The review, conducted by the Code Committee of the Takeover Panel, was prompted by Panel, investor and governmental […]
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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Takeovers, UK, UK Takeover Code
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Investment Bankers’ Culture of Ownership?
In the paper Investment Bankers’ Culture of Ownership? which was recently made publicly available on SSRN, we study the executive compensation structure in the largest 14 U.S. financial institutions during 2000-2008. Our results are mostly consistent with and supportive of the findings of Bebchuk, Cohen and Spamann (2010), that is, managerial incentives matter. Incentives generated […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Executive Compensation, Financial Crisis
Tagged Executive Compensation, Financial crisis, Financial institutions, Incentives
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Proxy Access Litigation and Next Steps
Editor’s Note: Amy Goodman is a partner and co-chair of the Securities Regulation and Corporate Governance practice group at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn memo by Ms. Goodman, John F. Olson, Ronald O. Mueller and Elizabeth Ising. Ms. Goodman and the other authors from Gibson Dunn are […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Business Roundtable v. SEC, Dodd-Frank Act, Proxy access, Proxy season, Rule 14a-11, Rule 14a-8, SEC
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Regulatory Sanctions and Reputational Damage in Financial Markets
In the paper Regulatory Sanctions and Reputational Damage in Financial Markets, recently made publicly available on SSRN, my co-authors (Colin Mayer and Andrea Polo, both at the Said Business School in Oxford) and I study the impact of the announcement of enforcement of financial and securities regulation by the UK’s Financial Services Authority and London […]
Click here to read the complete postThe Perils of Implied Messages for Reg FD
The SEC recently announced settled Reg FD charges against Office Depot and its CEO and former CFO related to “signals” that Office Depot made in one-on-one conversations with analysts implying that it would not meet future earnings expectations. The Office Depot settlement, which is the SEC’s third Reg FD action in a little over a […]
Click here to read the complete postPromoting Speculation
In the forthcoming Journal of Management Accounting Research paper, An Unintended Consequence of SFAS 133: Promoting Speculation, I focus on the agency problem created by the Statement of Financial Accounting Standards No.133 (SFAS 133)and examine how this policy influences firms’ hedging/speculating decisions through agents’ compensation. SFAS 133 allows firms to apply hedge accounting only to […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting standards, Derivatives, Risk, SFAS 133
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