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

CEO Ownership and External Governance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, September 6, 2010

In the paper, CEO Ownership and External Governance, which was recently made publicly available on SSRN, my co-author, Yao Lu, and I demonstrate that studying only one part of the governance system, in isolation from other governance mechanisms in place, may lead to inaccurate conclusions. Because there are multiple governance mechanisms at work, both internally […]

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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research | Tagged , | 1 Comment

The General Counsel as Lawyer-Statesman

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, September 5, 2010

The Fundamental Mission of The Corporation The foundational goals of the modern corporation should be the fusion of high performance with high integrity. The ideal of the modern general counsel is a lawyer-statesman who is an acute lawyer, a wise counselor and company leader and who has a major role assisting the corporation achieve that […]

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Posted in Boards of Directors, Practitioner Publications | Tagged , | 2 Comments

The Mechanisms of Voting Efficiency

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, September 4, 2010

In the wake of the financial crisis, shareholders are increasingly relied upon to monitor directors. But while much has been written about directors’ flawed judgments, remarkably little is known about shareholders’ ability to make accurate judgments. What determines whether shareholders make the right decision when asked to vote on, say, a merger? In my paper […]

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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting | Tagged , , , , | Comments Off on The Mechanisms of Voting Efficiency

Audited Financial Reporting and Voluntary Disclosure as Complements

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, September 3, 2010

In the paper, Audited Financial Reporting and Voluntary Disclosure as Complements: A Test of the Confirmation Hypothesis, which was recently made publicly available on SSRN, we examine the hypothesis that audited financial reporting and voluntary disclosure of managers’ private information are complementary mechanisms for communicating with investors, not substitutes. More specifically, we test the hypothesis […]

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Posted in Academic Research, Accounting & Disclosure, Empirical Research | Tagged , , | 1 Comment

The SEC Departs from an Important Safeguard

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, September 2, 2010

Recently, the SEC made permanent the delegation of its statutory formal order investigation authority to the Director of the Division of Enforcement. This delegation, which the Enforcement Director has sub-delegated to senior enforcement staff, essentially transfers the SEC’s broad authority to invoke its subpoena power to numerous of its enforcement staff without any apparent oversight. […]

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Posted in Practitioner Publications, Securities Litigation & Enforcement | Tagged , , | 1 Comment

Subprime Crisis and Board (In-)Competence

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, September 1, 2010

In the paper, Subprime Crisis and Board (In-)Competence: Private vs. Public Banks in Germany, which was recently made publicly available on SSRN, we examine evidence for a systematic underperformance of Germany’s state-owned banks in the current financial crisis and study if the bank losses can be traced to the quality of bank governance. For this […]

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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, International Corporate Governance & Regulation | Tagged , , , , , , | 1 Comment

Proxy Plumbing Fixes are Desperately Needed

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, August 31, 2010

The U.S. proxy system is set to undergo a comprehensive review for the first time in nearly 30 years. The Securities and Exchange Commission (SEC) recently voted unanimously to issue a concept release “seeking public comment on the U.S. proxy system and asking whether rule revisions should be considered to promote greater efficiency and transparency.” […]

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Posted in Corporate Elections & Voting, Practitioner Publications | Tagged , , , , , | 1 Comment

Finally, Governance Becomes Possible

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 30, 2010

Thirty years late, the new Dodd-Frank Act hands shareholders power to influence the composition of boards and shape CEO pay. But will these institutional investors, on whom Americans depend for their financial security, use their authority responsibly? Will corporate boards welcome and accept good faith dialogue with their shareholders? Will both sides forego short term […]

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Posted in Corporate Elections & Voting, Financial Regulation, Institutional Investors, Legislative & Regulatory Developments, Op-Eds & Opinions, Practitioner Publications | Tagged , , | 1 Comment

Corporate Tax Avoidance and Stock Price Crash Risk

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, August 30, 2010

In the paper, Corporate Tax Avoidance and Stock Price Crash Risk: Firm-Level Analysis, which is forthcoming in the Journal of Financial Economics, we examine the association between the extent of a firm’s tax avoidance and its future stock price crash risk. Recently, Desai, Dyck, and Zingales (2007) and Desai and Dharmapala (2006) put forth a […]

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Regulating UK Bankers’ Pay

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, August 29, 2010

Introduction On 29 July 2010, the UK’s Financial Services Authority (the “FSA”) published a consultation paper which sets out proposals to make significant amendments to its existing Remuneration Code (the “Code”). [1] If implemented in the proposed form, these revisions will have a significant impact on how remuneration policies and practices at UK financial institutions […]

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Posted in Banking & Financial Institutions, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , , | 1 Comment
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