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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
Financial Regulatory Reform Bill Passes Senate Banking Committee and Heads to the Senate Floor
The financial regulatory reform bill passed by the Senate Banking Committee on March 22, 2010 represents the latest milestone on the road to regulatory reform. The Committee bill, as amended by the subsequent manager’s amendment, reflects a series of new proposals and compromises between legislators and regulators. A few of the key provisions of the […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act
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Tobin’s Q Does Not Measure Performance: Theory, Empirics, and Alternative Measures
In the paper Tobin’s Q Does Not Measure Performance: Theory, Empirics, and Alternative Measures, which was recently made publicly available on SSRN, we provide a simple theoretical framework to demonstrate that underinvestment by entrenched managers confounds the relationship between Tobin’s Q and corporate governance. In particular, stronger corporate governance can decrease Tobin’s Q as well […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Governance indices
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Director-Management Relationships under Stock Exchange Independence Standards
A recent disclosure by Black & Decker Corp. and a subsequent clarification as a result of a complaint by the New York Stock Exchange provide helpful insight regarding how business, and possibly other, relationships between directors and senior management may impair a director’s independence both for exchange listing standards and other contexts, and may give […]
Click here to read the complete postOligopoly, Disclosure, and Earnings Management
In our paper, Oligopoly, Disclosure, and Earnings Management, which is forthcoming in The Accounting Review, we theoretically examine whether firms bias their disclosures (manage earnings) to gain a competitive advantage in their product market. Our specific motivation comes from the claims of C. Michael Armstrong who was the CEO of AT&T from 1997 to 2002. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Earnings disclosure
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Court Rejects Insurers’ Attempt to Avoid D&O Coverage
In a recent opinion, the Fifth Circuit upheld a decision that prohibited D&O insurers from refusing to pay for the defense of a number of executives charged with civil and criminal wrongdoing by the SEC and the Department of Justice. Pendergest-Holt v. Lloyd’s of London, et al., No. 10-20069, 2010 WL 909090 (5th Cir. Mar. […]
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Posted in Court Cases, Practitioner Publications
Tagged D&O insurance, Pendergest-Holt v. Lloyd’s of London
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Whistle-Blowing: Target Firm Characteristics and Economic Consequences
In our paper, Whistle-Blowing: Target Firm Characteristics and Economic Consequences, which is forthcoming in The Accounting Review, we document the first systematic evidence on the characteristics and economic consequences of firms subject to employee allegations of corporate financial misdeeds. Whistle-blowing has received considerable attention in recent years after (1) whistleblowers were responsible, in part, for […]
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Posted in Academic Research, Empirical Research
Tagged SOX, Whistleblowers
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Supreme Court Clarifies Standards for Judicial Review of Mutual Fund Fees
Editor’s Note: Eduardo Gallardo is a partner focusing on mergers and acquisitions at Gibson, Dunn & Crutcher LLP. This post is based on a Gibson Dunn Alert by Mark Perry, who co-authored the amicus brief for the Independent Directors Council in Jones v. Harris. The decision of the Supreme Court in the case was made […]
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Posted in Court Cases, Executive Compensation
Tagged Investment Company Act, Jones v. Harris, Supreme Court
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Federal Intervention in Executive Pay
For approximately 75 years (at least), the federal government has intervened in executive pay—in both direct and indirect ways. Two examples of direct intervention are Pay Controls (1971-74) and the current TARP program, introduced in 2008 in respect of financial institutions (and subsequently extended to two automotive companies) and still in effect as to many […]
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Posted in Executive Compensation, Financial Regulation, Practitioner Publications
Tagged Equity-based compensation, SEC, TARP
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Supreme Court Reverses 7th Circuit in Jones v Harris
Editor’s Note: This post relates to the decision of the Supreme Court in Jones et al. v. Harris Associates L.P., which is available here. In the case of Jones et al. v. Harris Associates L.P. (No. 08-586, March 30, 2010), the United States Supreme Court has vacated the decision of the Court of Appeals for […]
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Posted in Court Cases, Mergers & Acquisitions
Tagged Investment Company Act, Jones v. Harris, Mutual funds, Supreme Court
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