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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
The Board’s Role in Risk Management
Risk management is currently a topic of considerable interest to public company boards. While taking measured and informed risks is an important element of any company’s strategy, the financial and economic crisis has led companies and boards to change their approaches to risk management. Moreover, given the events in the capital markets over the past […]
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Posted in Boards of Directors, Financial Crisis, Practitioner Publications
Tagged Boards of Directors, Lead directors, Risk, Risk management
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Directors’ and Officers’ Insurance
At a time of historically significant dislocation in the corporate world, directors and officers now more than ever need to focus their attention on directors’ and officers’ (“D&O”) insurance, as part of their overall strategy involving effective corporate governance and risk management. Although the best protection should continue to come from conscientious attention to directorial […]
Click here to read the complete postBank CEO incentives and the credit crisis
In the search of explanations for the dramatic collapse of the stock market capitalization of much of the banking industry in the U.S. during the credit crisis, one prominent argument is that executives at banks had poor incentives. Rudiger Fahlenbrach and I have completed a working paper titled “Bank CEO incentives and the credit crisis” […]
Click here to read the complete postMusings: SEC’s Proposal to Report Voting Results
For those that regularly read my blog, you know I was happy to see the SEC propose a requirement that would force companies to disclose the voting totals from their shareholder meetings more timely. It has always amazed me that some companies stonewall on the vote results – it’s a poor PR move as it […]
Click here to read the complete postInternal Contradictions in the SEC’s Proposed Proxy Access Rules
Administrative agencies are wise not to contradict themselves when rulemaking: contradictions invite courts to overturn agency action as arbitrary and capricious. Also like Charles Barkley’s claim that he was misquoted in his autobiography, contradictions spawn skepticism as to the credibility of an entire enterprise. This simple observation strikes a death knell for the Securities and […]
Click here to read the complete postAn Analysis of ETF Voting Policies, Practices and Patterns
The Investor Responsibility Research Center Institute and PROXY Governance Inc. recently released an in-depth analysis of the proxy voting policies and recent voting records of seven of the largest exchange-traded fund (ETF) sponsors, which account for some 94% of the ETF market. Entitled “Proxy Voting by Exchange-Traded Funds: An Analysis of ETF Voting Policies, Practices […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Exchange-traded funds, Proxy Governance Inc., Proxy voting
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Regulate financial pay to reduce risk-taking
Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk published in today’s print edition of the Financial Times and available here. A bill requiring federal regulators to draw up rules for compensation structures in the financial sector was passed by the US House of Representatives on Friday and will be taken […]
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Posted in Executive Compensation, Financial Crisis, HLS Research, Legislative & Regulatory Developments
Tagged Executive Compensation, Financial crisis, Financial institutions, Financial regulation, Risk, Risk-taking
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Why Do Sellers (Usually) Prefer Auctions?
In our paper Why Do Sellers (Usually) Prefer Auctions?, which was recently accepted for publication in the American Economic Review, we focus on comparing the two dominant methods for selling public companies – a simple “plain vanilla” simultaneous auction and an equally simple model of a sequential sales mechanism – when the seller has realistically-limited […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Auctions, Bidders
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The Regulatory Reform Marathon
The Obama Administration is currently on the legislative leg of the regulatory reform marathon that began earlier this year with the release of its Rules of the Road and continued with its White Paper on Financial Regulatory Reform. The Obama Administration released last week its legislative text to implement many elements of the White Paper. […]
Click here to read the complete postSEC pursues unprecedented Sarbanes-Oxley “Clawback”
In a recently filed case, the SEC is for the first time seeking to “claw back” incentive-based compensation from a former CEO who is not accused of any wrongdoing. The case is emblematic of the new aggressiveness of the SEC’s enforcement program, and is an unfortunate contribution to the overheated atmosphere surrounding executive compensation generally. […]
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