-
Supported By:
Subscribe or Follow
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
Implications 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 […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Council of Institutional Investors, SEC, Shareholder activism, Shareholder voting
Comments Off on Implications of Beneficial Ownership Distinctions for Shareowner Communications and Voting
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. […]
Click here to read the complete post
Posted in Executive Compensation, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Executive Compensation, Proxy access, Say on pay
Comments Off on Corporate Governance and Executive Compensation in the New Dodd Bill
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 […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure
Comments Off on Regulation Fair Disclosure and the Cost of Equity Capital
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 […]
Click here to read the complete post
Posted in Financial Regulation, Practitioner Publications
Tagged Proxy voting, Rule 14a-16, SEC
1 Comment
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 […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation
Tagged Rule 10a-1, Rule 201, SEC, Short sales
1 Comment
Court Upholds Exclusion of 14a-8 Proposal For Deficient Proof of Stock Ownership
In the first federal judicial decision addressing the requisite proof of share ownership for submission of proposals under Rule 14a-8, a U.S. District Court has upheld, on narrow grounds, a company’s exclusion of a shareholder proposal for failing to comply strictly with the proxy rules. Apache Corporation v. Chevedden, C.A. H-10-0076 (March 10, 2010). The […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Apache v. Chevedden, Proxy voting, Rule 14a-8
Comments Off on Court Upholds Exclusion of 14a-8 Proposal For Deficient Proof of Stock Ownership
The New Enhanced Proxy Disclosure Rules: Putting More “A” and Less “D” in CD&A
As the SEC staff has acknowledged, the new enhanced proxy disclosure rules — requiring information about board qualifications, leadership and oversight — are the latest installment in the ongoing effort to push companies to provide more “analysis” and not just “discussion” in their disclosures. They are also the latest installment in what some characterize as […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged CD&A, Disclosure, Proxy disclosure, SEC
1 Comment
Performance-Based Incentives for Internal Monitors
In the paper, Performance-Based Incentives for Internal Monitors, which was recently published on SSRN, my co-authors (Christopher Armstrong and Alan Jagolinzer) and I investigate the choice of performance-based incentives for the general counsel (GC) and chief internal auditor (IA) and assess whether these incentives enhance or impair monitoring. We use proprietary and public data that […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Audits, General counsel, Incentives, Internal auditors
Comments Off on Performance-Based Incentives for Internal Monitors