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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
Review 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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Dodd-Frank Act Becomes Law
The Dodd-Frank Wall Street Reform and Consumer Protection Act (henceforth, the “Dodd-Frank Act”), was signed into law by President Obama on Wednesday July 21, 2010. The Act spans over 2,300 pages and affects almost every aspect of the U.S. financial services industry. The objectives ascribed to the Act by its proponents in Congress and by […]
Click here to read the complete postSEC Prohibits “Pay to Play” for Investment Advisers and Fund Managers
On June 30, 2010, the SEC adopted a rule designed to proscribe “pay-to-play” practices by investment advisers (covering virtually all investment advisers, whether or not registered under the Investment Advisers Act— the “IAA”) and many of their employees (called “covered associates”). [1] In summary, the rule prohibits: (1) A private fund’s investment adviser from receiving […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Financial advisers, Fund managers, Pay to play
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Why Are CEOs Rarely Fired?
In the paper, Why Are CEOs Rarely Fired? Evidence from Structural Estimation, which is forthcoming in the Journal of Finance, I evaluate the forced CEO turnover rate and quantify effects on shareholder value by estimating a dynamic model. The model features costly turnover and learning about CEO ability. To fit the observed forced turnover rate, […]
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Posted in Academic Research, Empirical Research
Tagged Executive turnover, Shareholder value
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