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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
CEO Equity Incentives and Accounting Irregularities
In our forthcoming Journal of Accounting Research paper, Chief Executive Officer Equity Incentives and Accounting Irregularities, we examine the relationship between chief executive officer (CEO) equity incentives and accounting irregularities (e.g., restatements, Securities and Exchange Commission Accounting and Auditing Enforcement Releases, and shareholder class action lawsuits). Although equity holdings may alleviate certain agency problems between […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Accounting irregularities, Equity-based compensation, Executive Compensation
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Reviewing the 2009 Proxy Season And Looking Ahead to 2010
Although 2009 was more notable for legislative and regulatory corporate governance initiatives than for shareholder activism, the recently concluded proxy season produced several potentially significant results. As might be expected, executive compensation issues attracted a large number of shareholder proposals and a significant degree of shareholder support. In the general category of corporate governance, a […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Proxy plumbing, Proxy season
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Deal Protection — One Size Does Not Fit All
As noticeable as it is for its size, the recent Berkshire Hathaway/Burlington Northern transaction is also conspicuous as an apparent example of the parties taking a thoughtful approach to the issue of deal protection in crafting a package of terms that could be viewed as “off-market” individually, but more middle-of-the-road when taken as a whole. […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, Deal protection
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Testimony Concerning the Discussion Draft of The Financial Stability Improvement Act
Editor’s Note: Elisse Walter is a Commissioner of the Securities and Exchange Commission. This post is the written copy of her testimony before the Committee on Agriculture, United States House of Representatives, omitting introductory and concluding remarks. The complete written testimony is available here. I am pleased to have the opportunity to testify concerning the […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Securities Regulation, Speeches & Testimony
Tagged Dodd-Frank Act, Financial crisis, SEC
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Internal Governance of Firms
In The Internal Governance of Firms, which was co-written with Viral Acharya and Stewart Myers, and which I recently presented at the Finance Seminar at Harvard Business School, we argue that there are important stakeholders in the firm, particularly its junior managers, who care about its future even if the CEO acts in his or […]
Click here to read the complete postThe Limits of Private Ordering
In June 2009, the Securities and Exchange Commission proposed to require public companies, under certain circumstances, to include in the company proxy statement and proxy card the names of director nominees submitted by substantial long-term shareholders (generally referred to as “access to the proxy” or “proxy access”). At the same time, the SEC proposed to […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research
Tagged Private ordering, Proxy voting, Rule 14a-8, SEC
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Do Envious CEOs Cause Merger Waves?
In our paper, Do Envious CEOs Cause Merger Waves?, which was recently accepted for publication in the Review of Financial Studies, we develop a theory which shows that merger waves can arise even when the shocks that precipitated the initial mergers in the wave are idiosyncratic. We start with a simple premise: CEOs have preferences […]
Click here to read the complete postHow Recent Proxy Changes Will Affect the Corporate Landscape
This week we bring you the second interview our “The Altman Interview” series where we speak with top experts and thought-leaders having an impact on corporate governance. Our interview with attorney Holly J. Gregory covers 10 questions on hot button issues for 2010. Ms. Gregory is a well-known and highly respected figure in the world […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Private ordering, Proxy access, Proxy season, Say on pay
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Communications with Financial Analysts and Related Disclosure Issues
Securities analysts play a key role in securities markets, and publicly held companies as a matter of market practice regularly brief them to help them understand company results and business trends. There have been some unfortunate instances, however, in which analysts have received nonpublic information on which their clients have acted before the information was […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications
Tagged Disclosure, Financial advisers, Regulation FD, SEC
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