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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
The Case For Aggressive Enforcement Of The Sarbanes-Oxley “Claw Back” Provison
(Editor’s Note: This post comes to us from Daniel J. Hurson of the Hurson Law Firm LLP, and relates to a recent client memorandum by Mr. Hurson, which can be found here.) In a recent forum post, John F. Savarese and Wayne M. Carlin of Wachtell Lipton are critical of the SEC’s recent filing of […]
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Posted in Executive Compensation, Financial Regulation, Legislative & Regulatory Developments, Securities Regulation
Tagged Clawbacks, SEC, SOX, SOX Section 304
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The Need for a Principled Approach to Compensation Reform
The global economic crisis has aggravated existing concerns about executive compensation practices. Executive and key employee pay practices among large financial sector companies in particular have drawn public scrutiny and condemnation. Lost jobs and lost savings, as well as extensive government support for the financial sector and the automobile industry, means that executive compensation […]
Click here to read the complete postCompetitive Effects of IPOs
In our paper The New Game in Town: Competitive Effects of IPOs, which was recently accepted for publication in the Journal of Finance, we investigate the returns and operating performance of publicly traded firms around the time of large IPOs in their industry with two goals in mind. First, we seek to measure the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Financial Regulation
Tagged IPOs, Performance measures, Stock returns
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HLS and HBS Professors Recommend Modifying SEC’s Proposed Proxy Access Rules
(Editor’s Note: An earlier post regarding a comment letter by seven major corporate law firms in opposition to the SEC’s proposed proxy access reform is available on the Forum here. An earlier post regarding a comment letter by 80 professors of law, business, economics, or finance in support of the proposed proxy access reform is […]
Click here to read the complete postStock Option Manipulation
In my forthcoming Journal of Finance paper The Manipulation of Executive Stock Option Exercise Strategies: Information Timing and Backdating, I identify three common option exercise strategies, and analyze executives’ incentives for manipulating the exercise of options to maximize their payoffs under each strategy. In the first strategy, executives exercise options and immediately sell the […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Securities Regulation
Tagged Equity-based compensation, Executive Compensation
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Beware the Idolatry of Numbers
(Editor’s Note: This post by Ben Heineman recently appeared in The Atlantic.) In early August, The New York Times ran a front page story that statisticians–rather than “dronish number nerds”–are increasingly in demand, “even cool.” With reams of data generated in the computer age and new realms to explore for purposes as broad as protecting […]
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Posted in Financial Crisis, Financial Regulation, Op-Eds & Opinions
Tagged Financial crisis
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SEC Resolves Empty Voting Action Involving King-Mylan Merger
Editor’s Note: This post is by Steven M. Haas of Hunton & Williams LLP. On July 21, 2009, the Securities and Exchange Commission (“SEC”) announced a settlement agreement with Perry Corp. (“Perry”) stemming from the hedge fund’s alleged failure to disclose its accumulation of nearly 10% of an issuer’s voting shares with the intent of […]
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Posted in Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged CSX Corp. v. Children's Fund, Empty voting, Hedge funds, Perry Corp., Schedule 13D, Schedule 13G, SEC
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Law Firms Comment on SEC’s Proposed Proxy Access Rules
(Editor’s Note: This post is by Theodore Mirvis of Wachtell, Lipton, Rosen & Katz. In addition to participating in the comment letter discussed in this post, Wachtell, Lipton, Rosen & Katz also filed its own comment letter, which is available here.) Seven major law firms — Cravath, Swaine & Moore LLP, Davis Polk & Wardwell LLP, […]
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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Proxy access, Rule 14a-11, Rule 14a-8
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Comment Letter of Eighty Professors of Law, Business, Economics, or Finance in Favor of Facilitating Shareholder Director Nominations
I submitted to the SEC yesterday a comment letter on behalf of a bi-partisan group of eighty professors of law, business, economics, or finance in favor of facilitating shareholder director nominations. The submitting professors are affiliated with forty-seven universities around the United States, and they differ in their view on many corporate governance matters. However, they all […]
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