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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
Erosion of the Fiduciary Duty Requirement in Insider Trading Actions
Every decade or so, a new wave of interest in prosecuting insider trading emerges. We see this now. Just as the tides of interest in insider trading ebb and flow, so too do the contours of the offense itself. Given the present environment, of course, one would expect regulators to step up insider-trading enforcement, and […]
Click here to read the complete postHow to Pay a Banker
Editor’s Note: This post is Lucian Bebchuk’s most recent op-ed in his column series titled “The Rules of the Game,” written for the international association of newspapers Project Syndicate, which can be found here. This op-ed builds on his article Regulating Bankers’ Pay, co-authored with Holger Spamann, which is available here. The United States’ Federal […]
Click here to read the complete postA New World for Whistleblowers
Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law by President Obama on July 21, creates an elaborate new regime of financial incentives to encourage whistleblowers to come forward to the SEC with information about securities law violations. An unfortunate likely effect of this new regime, however, may be […]
Click here to read the complete postReview Links Corporate and Securities Law and Human Rights
Editor’s Note: John Ruggie is the Berthold Beitz Professor of International Affairs at the Kennedy School of Government, and an Affiliated Professor in International Legal Studies at Harvard Law School. He is currently serving as the United Nations Secretary-General’s Special Representative for Business and Human Rights. This post relates to a recent trends paper prepared […]
Click here to read the complete postDeterminants of CEO Pay
In the paper, Determinants of CEO Pay: A Comparison of ExecuComp and Non-ExecuComp Firms, we document systematic differences in contracting environment characteristics between ExecuComp and non-ExecuComp firms that are likely to impact firms’ executive compensation contracts. The ExecuComp database provides an easy-to-use data source of a relatively broad range of firms, including the largest and […]
Click here to read the complete postForum Non Conveniens Defeats Shareholder Litigation on Cross-Border Mergers
Two recent U.S. federal district court decisions (In re Cadbury Shareholder Litig. and In re Alcon Shareholder Litig.) highlight how the common law doctrine of forum non conveniens can thwart class actions commenced by U.S. shareholders challenging cross-border merger transactions. Both decisions also reflect the trend of U.S. courts to refrain from adjudicating claims brought […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, Forum selection, In re Alcon, In re Cadbury, Kraft-Cadbury, Novartis-Alcon, Willkie
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Sustainability in the Boardroom
In a recent paper, Sustainability in the Boardroom, published as part of the Conference Board’s Director Notes series, I discuss the findings from a survey of board practices in the area of sustainability by 50 public companies of different industries and revenue groups. The survey revealed flaws in how corporate boards oversee their companies’ social […]
Click here to read the complete postThe Future of Institutional Share Voting: Three Paradigms
In a recent Corporate Governance Commentary, titled “The Parallel Universes of Institutional Investing and Institutional Voting, [1]” we observed the increasing discontinuity at most institutional equity investors between the persons who make the buy and sell decisions (or who create and maintain the quantitative models that make those decisions) and those who make the decisions […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Governance reform, Institutional Investors, ISS, Proxy advisors
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Bankruptcy and the Collateral Channel
In the paper, Bankruptcy and the Collateral Channel, which is forthcoming in the Journal of Finance, we investigate whether bankrupt firms affect their competitors in a causal manner or whether the observed adverse effects merely reflect changes in the economic environment faced by the industry at large. Using a novel dataset of secured debt tranches […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research
Tagged Secured debt tranches
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Meeting the Challenge of Nimble and Effective Regulation
Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s recent remarks at the National Conference of the Society of Corporate Secretaries and Governance Professionals, which are available here in their entirety. The views expressed in the post are those of Chairman Schapiro and do […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Circuit breaker, Dodd-Frank Act, Proxy plumbing, SEC
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