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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
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 […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Apache v. Chevedden, Proxy voting, Rule 14a-8
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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 […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged CD&A, Disclosure, Proxy disclosure, SEC
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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 […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Audits, General counsel, Incentives, Internal auditors
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Committee On Capital Markets Regulation Proposes Fed-Regulated Clearinghouses To Reduce Systemic Risk
Editor’s Note: Hal Scott is the Director of the Program on International Financial Systems at Harvard Law School and the co-chair of the Committee on Capital Markets Regulation. This post relates to a letter from the Committee to the Chairmen and Ranking Members of the Senate Banking Committee and House Financial Services Committee; the letter […]
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Posted in Legislative & Regulatory Developments, Securities Regulation, Speeches & Testimony
Tagged Clearing houses, Committee on Capital Markets Regulation, Federal Reserve, OTC derivatives
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Clearing House Association Joins Board of Governors of the Fed. v. Bloomberg
The Clearing House Association, a membership business league comprised of eleven of the largest financial institutions in the United States, is a party to the pending appeal in the United States Court of Appeals for the Second Circuit by the Board of Governors of the Federal Reserve System (the “Board”) in Board of Governors of […]
Click here to read the complete postHarvard Corporate Faculty Lead SSRN Rankings
Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2009, Harvard Law School faculty members associated with the Program on Corporate Governance led SSRN author rankings; they captured six of the top 100 slots – including the number one slot – among the top 100 law school professors […]
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Posted in Program News & Events
Tagged Program on Corporate Governance, SSRN
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Executive Compensation: A New View from a Long-Term Perspective
In our paper, Executive Compensation: A New View from a Long-Term Perspective, 1936-2005, which is forthcoming in the Review of Financial Studies, we document important changes in the level and the structure of executive pay from 1936 to 2005. The real value of total compensation followed a J-shaped pattern over our sample period. After a sharp decline […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive Compensation, Federal Reserve, Incentives
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Who Should Submit Shareowner Proposals?
In Apache v. Chevedden, Apache’s court brief says: “When it comes to shareholder proposals, Apache is the ‘David’ and Chevedden is the ‘Goliath.’” That seems strange coming from a $33 billion market cap company. However, after reading their brief, I agree; the company seems to be at a disadvantage. They don’t seem to know how corporate […]
Click here to read the complete postIncentives of Private Equity General Partners from Future Fundraising
In the paper, Incentives of Private Equity General Partners from Future Fundraising, which was recently published on SSRN, my co-authors (Ji-Woong Chung, Berk Sensoy, and Léa Stern) and I evaluate the importance of future fundraising to the incentives of private equity general partners. To do so, we formalize the logic by which good performance today […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Incentives, Partnerships
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SEC Release Establishes Guidance on Climate Change Disclosure
On February 2, 2010, the Securities and Exchange Commission issued an interpretive release to provide guidance on existing Commission disclosure requirements as they apply to climate change. In issuing the release, the Commission stated that its objective is to provide clarity on disclosure relating to climate change, including in an issuer’s risk factors, business description, […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Climate change, Disclosure, SEC, TSC Industries v. Northway
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