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HLS Faculty & Senior Fellows
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
RiskMetrics’ Introduces New Governance Measurement for Proxy Voting Reports
RiskMetrics Group has recently overhauled its core corporate governance yardstick. Highlights for U.S. companies: The Corporate Governance Quotient (CGQ), which for the past several years has ranked companies, both within their industry and on a broader basis, according to their overall adherence to RMG’s notions of governance best practices, is being discontinued as of June […]
Click here to read the complete post“No Mas” to “Just Say No”?
The current takeover battle between Airgas and Air Products highlights one of the key areas of uncertainty in Delaware law today—the continued vitality of the “just say no” defense to unsolicited advances. Stated simply, if upheld, the “just say no” defense allows the board of directors of a target company to combine a refusal to […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Delaware law, Delaware legislation, Poison pills, Takeovers
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The Effects of Executives on Corporate Tax Avoidance
In the paper, The Effects of Executives on Corporate Tax Avoidance, which is forthcoming in the Accounting Review, we investigate whether individual executives have an effect on their firm’s tax avoidance that cannot be explained by characteristics of the firm. Despite decades of empirical research in corporate taxation, little attention has been focused on whether […]
Click here to read the complete postImplications of Beneficial Ownership Distinctions for Shareowner Communications and Voting
A shareowner’s right to vote on matters as allowed under state or federal law, stock exchange rules or otherwise is a key right. Shareowner voting has also become an increasingly important element in the consideration of public company corporate governance. Recent developments have spotlighted the nature and quality of the communication process and its impact […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Council of Institutional Investors, SEC, Shareholder activism, Shareholder voting
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Corporate Governance and Executive Compensation in the New Dodd Bill
The past 18 months have been witness to tremendous legislative and regulatory activity in the area of corporate governance and executive compensation. The 1,336-page Restoring American Financial Stability Act of 2010 (“2010 Dodd Bill”), introduced yesterday by Senate Banking Committee Chairman Christopher Dodd, contains meaningful governance and executive compensation mandates that extend beyond financial institutions. […]
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Posted in Executive Compensation, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Executive Compensation, Proxy access, Say on pay
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Regulation Fair Disclosure and the Cost of Equity Capital
In our paper, Regulation Fair Disclosure and the Cost of Equity Capital, which is forthcoming in the Review of Accounting Studies, we examine the effect of Regulation Fair Disclosure (Reg FD) on the cost of capital using methods recently advanced in the accounting and finance literatures for estimating ex ante or implied cost of equity […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure
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Treasury Proposes “Volcker Rule” Legislative Text
On March 3, 2010, the Department of the Treasury delivered to the Hill proposed legislative text to implement the “Volcker Rule” announced by the Obama Administration on January 21st. The following bullets briefly summarize the provisions of Treasury’s proposal, which takes the form of new sections 13 and 13a of the Bank Holding Company Act […]
Click here to read the complete postRegulatory Dualism as a Development Strategy
In our paper Regulatory Dualism as a Development Strategy: Corporate Reform in Brazil, the U.S., and the EU, which was recently made publicly available on SSRN, we examine the promise of regulatory dualism as a strategy to diffuse the tension between future growth and the current distribution of wealth and power. Countries pursuing economic development confront a […]
Click here to read the complete postProxy Solicitation Through The Internet
On February 22, 2010, the SEC adopted amendments to the Internet proxy delivery rules in order to increase retail shareholder participation in the proxy voting process and to improve the notice and access model. The amendments will: provide flexibility regarding the format and content of the Notice of Internet Availability of Proxy Materials; permit issuers […]
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Posted in Financial Regulation, Practitioner Publications
Tagged Proxy voting, Rule 14a-16, SEC
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The SEC’s New Short Sale Rule: Implications and Ambiguities
After months of deliberation and consideration of several alternatives, the Securities and Exchange Commission (the “SEC” or “Commission”) announced on February 24, 2010 the adoption of a new short sale rule — Rule 201 of Regulation SHO (the “Rule” or “Rule 201”). The Rule institutes what the marketplace has termed a “circuit breaker with a […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Rule 10a-1, Rule 201, SEC, Short sales
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