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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
Lying and Getting Caught
In our paper, Lying and Getting Caught: An Empirical Study of the Effect of Securities Class Action Settlements on Targeted Firms [Lynn Bai, James D. Cox & Randall S. Thomas, Lying and Getting Caught: An Empirical Study of the Effect of Securities Class Action Settlements on Targeted Firms, 158 U. Pa. L. Rev. (forthcoming July 2010)], we […]
Click here to read the complete postSEC Proposes Large Trader Reporting System
On April 14, 2010, the Securities and Exchange Commission (the “SEC”) proposed a new rule to establish a large trader reporting system. [1] The rule would require large traders of exchange-listed stocks and options (“NMS securities”) to register with the SEC and obtain a unique large trader identification number, which they would provide to their […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
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UK Passes Strict New Bribery Act
Earlier this year, we noted that other countries, in addition to the United States, are increasing their efforts to combat international bribery and corruption. (See “Increasing International Cooperation and Other Key Trends in Anti-Corruption Investigations“). In a further reflection of this trend, on April 8, 2010, the United Kingdom passed the Bribery Act 2010 (read […]
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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
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The New Enhanced Proxy Disclosure Rules – Ready, Set, Change and NOW
The SEC’s new enhanced proxy disclosure rules, requiring disclosure concerning (1) board leadership structure and qualifications, (2) risk and risk oversight and (3) compensation issues, were adopted in response to “investors’ . . . increasing[] focus[] on corporate accountability” in the wake of the financial crisis. But almost as important as the substance of the […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Op-Eds & Opinions, Practitioner Publications
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Court Protects Insurance Brokers’ Communications If Used To Render Legal Advice
On April 5, 2010, the Southern District of Texas issued a decision in In re Tetra Technologies, Inc., No. 4:08-cv-0965, 2010 WL 1335431 (S.D.Tex. April 5, 2010), on the question of whether communications between a company’s employees, its counsel and its insurance brokers were protected as attorney-client communications. The District Court held that as long […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
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Goldman Sachs: Being “Legal” Doesn’t Make It “Right”
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This post is based on an article that first appeared in the online edition of the Washington Post. Great companies have to distinguish between what […]
Click here to read the complete postPaying for Long-Term Performance
How should equity-based plans be designed to tie executive payoffs to long-term performance? This question has been receiving much attention from firms, investors, and regulators. We seek to answer this question in a study, Paying for Long-Term Performance, which is available here. In our 2004 book Pay without Performance, we warned that standard executive pay […]
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Posted in Academic Research, Executive Compensation, HLS Research
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New SSRN e-journal on Disclosure, Internal Control & Risk-Management
The Corporate Governance Network (CGN) of SSRN recently launched a new e-journal on Disclosure, Internal Control & Risk-Management. This journal distributes abstracts of, and links to, selected recent working papers that deal with disclosure and accounting decisions, internal control systems, risk management including hedging and derivatives, and similar topics. The journal collects abstracts on these […]
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Posted in Academic Research, Program News & Events
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Bank Lending During the Financial Crisis of 2008
In the paper, Bank Lending during the Financial Crisis of 2008, forthcoming in the Journal of Financial Economics, my co-author, David Scharfstein, and I examine the effect of the banking panic of late 2008 on the supply of credit to the corporate sector. The paper documents that new loans to large U.S. borrowers fell by […]
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Posted in Academic Research, Empirical Research, Financial Crisis, Private Equity
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Special Litigation Committees in Shareholder Derivative Litigation
A properly constituted Special Litigation Committee of disinterested and independent directors (SLC) empowered by the board to investigate and determine whether the prosecution of derivative claims is in the best interests of the company can be a powerful aspect of a board’s management authority. The SLC procedure is of greatest utility in a pending suit […]
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Posted in Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
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