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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
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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Recent Delaware Decisions Reaffirm Merger Terminates Derivative Standing
The Delaware Supreme Court has long recognized that a merger terminates the standing of the target corporation’s former shareholders to maintain a derivative action on the target’s behalf, with two narrow exceptions: if the merger is fraudulently designed solely to eliminate derivative standing or if it is merely a “reorganization” that does not affect the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Ark. Teacher Ret. Sys. v. Caiafa, Delaware cases, Delaware law, Derivative actions, In re Countrywide Corp.
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Regulators Issue Final Guidance on Banking Incentive Compensation
On June 21, 2010, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Office of Thrift Supervision and the Federal Deposit Insurance Corporation jointly issued comprehensive final guidance designed to ensure that incentive compensation policies do not undermine the safety and soundness of banking organizations by […]
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Posted in Executive Compensation, Financial Crisis, Practitioner Publications
Tagged Financial institutions
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The Cost of Debt
In the paper, The Cost of Debt, which is forthcoming in the Journal of Finance, we use panel data from 1980 to 2007 to estimate the marginal cost function for corporate debt. This is the first explicit estimate of the cost of debt function in the literature. We use variation in debt tax benefit curves […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Corporate debt
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Preventing Investor Harm Should be SEC Priority Number One
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 remarks at a recent open meeting of the SEC, which are available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities […]
Click here to read the complete postKey Changes to the EU Prospectus Directive
This Alert summarizes certain key changes to the EU Prospectus Directive (2003/71/EC) which were approved by the EU Parliament on June 17, 2010 (the “Amending Directive”). These changes are the result of several months of discussions among the European Commission, the European Parliament and the European Council and various market participants. The Amending Directive will […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications
Tagged Europe
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Delaware Provides Guidance Regarding Discounted Cash Flow Analysis
Two recent opinions from the Delaware Court of Chancery, both authored by Vice Chancellor Leo E. Strine, Jr., provide important guidance for the preparation and use of a discounted cash flow (DCF) analysis in appraisal and other merger-related proceedings. [1] In Global GT LP v. Golden Telecom, Inc., C.A. No. 3698-VCS (Del. Ch. April 23, […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Cash flows, Delaware cases, Delaware law, Global v. Golden Telecom, Maric Capital v. Plato Learning
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