Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Microsoft Adopts Triennial “Say on Pay” Policy

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 13, 2009

Microsoft’s Board of Directors recently became the first U.S. company to adopt a “say on pay” policy that will enable its shareholders to cast a non-binding, advisory vote every three years on compensation programs for the company’s senior executive officers. The first vote will occur at the company’s annual shareholders’ meeting on November 19. The […]

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Posted in Boards of Directors, Executive Compensation, Practitioner Publications | Tagged , , , | 1 Comment

Reducing Incentives for Risk-Taking

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 12, 2009

(Editor’s Note: This post is based on a piece by Lucian Bebchuk and Holger Spamann published today on the New York Times’ Dealbook and available here. The piece builds on their joint paper “Regulating Bankers’ Pay.”) It is now widely accepted that compensation structures in financial firms should be designed to avoid excessive incentives for […]

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Posted in Executive Compensation, Financial Crisis, Financial Regulation, HLS Research, Op-Eds & Opinions | Tagged , , , , | Comments Off on Reducing Incentives for Risk-Taking

Questions TARP Employees are Asking Today

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, October 11, 2009

On June 10, the Treasury Department issued an interim final rule (the “IFR”), effective June 15, providing guidance on the executive compensation standards applicable to companies participating in the Troubled Assets Relief Program (TARP). The IFR superceded all prior Treasury guidance with respect to the provisions of the Emergency Economic Stabilization Act of 2008, as […]

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SEC Rulemaking – Advancing the Law to Protect Investors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, October 10, 2009

(Editor’s Note: The post below by Commissioner Elisse Walter is a transcript of her remarks at the Annual Corporate Counsel Institute, omitting introductory and conclusory comments; the complete transcript is available here. The views expressed in this post are those of Commissioner Walter and do not necessarily reflect those of the Securities and Exchange Commission, […]

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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Financial Crisis, Legislative & Regulatory Developments, Regulators Materials, Speeches & Testimony | Tagged , , , , , , , , , | Comments Off on SEC Rulemaking – Advancing the Law to Protect Investors

Harvard’s Proxy Access Roundtable

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, October 9, 2009

In light of the intense current debate regarding the SEC’s proposed proxy access reforms, the Harvard Law School Program on Corporate Covernance this week hosted a roundtable on the proposed reforms. The Roundtable brought together prominent participants in the debate – representing a range of perspectives and experiences – for a day of discussion on […]

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Boards Play A Leading Role in Risk Management Oversight

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, October 8, 2009

One might say that “risk management” is the new “hot topic” in corporate governance. Just as the Enron and other high-profile corporate scandals were seen as resulting from a lack of ethics and oversight, the credit market meltdown and resulting financial crisis have been blamed in large part on inadequate risk management by corporations and […]

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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , | Comments Off on Boards Play A Leading Role in Risk Management Oversight

Investor Perceptions of Board Performance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 7, 2009

  In our forthcoming Journal of Accounting and Economics paper Investor Perceptions of Board Performance: Evidence from Uncontested Director Elections, we investigate whether uncontested elections serve as meaningful polls reflecting investor perceptions of board performance. Our paper is motivated in part by the general perception that many director elections are meaningless charades of shareholder democracy […]

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Delegation and Accountability at the SEC

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 7, 2009

Investors and lawmakers have been clamoring for a more aggressive and nimble SEC, and it looks like they’re about to get it. But at what cost? In August, the Commission and its enforcement director announced a series of bold new measures designed to expedite investigations, create specialized units to focus on priority cases, and flatten […]

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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , | Comments Off on Delegation and Accountability at the SEC

Remarks Regarding Investment Companies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 6, 2009

(Editor’s Note: The post below by Commissioner Troy Paredes is a transcript of his remarks at the Investment Company Institute’s Annual Capital Markets Conference, omitting introductory and conclusory remarks; the complete transcript is available here. The views expressed in this post are those of Commissioner Paredes and do not necessarily reflect those of the Securities […]

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SEC Urged to Defer Adopting Proxy Access Rules

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 6, 2009

A broad cross section of commenters is encouraging the Securities and Exchange Commission (the “SEC”) to take a cautious approach with its latest proposal to allow shareholders to solicit votes for their director candidates through corporate proxy statements. [1] The SEC received over 520 comment letters to date recommending a host of modifications to its […]

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