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

Implications of the elimination of broker discretionary voting

The SEC recently voted (3-2) to eliminate broker discretionary voting in director elections for meetings held on or after January 1, 2010. Previously, brokers were permitted to vote uninstructed shares in uncontested director elections, which were classified as “routine” under NYSE Rule 452. The rule change, which was adopted as proposed, could make it more […]

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Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , | Comments Off on Implications of the elimination of broker discretionary voting

The Fall of the Toxic-Assets Plan

Editor’s Note: This post is based on an op-ed piece by Lucian Bebchuk published today on Wall Street Journal online. The plan for buying troubled assets — which was earlier announced as the central element of the administration’s financial stability plan — has been recently curtailed drastically. The Treasury and the FDIC have attributed this […]

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Management Persuasion Tactics

In our paper, Concede or Deny: Do Management Persuasion Tactics Affect Auditor Evaluation of Internal Control Deviations?, which was recently accepted for publication in the Accounting Review, we study when and how management persuasion tactics reduce auditors’ judgments about observed internal control deviations. By requiring auditors to opine on the effectiveness of a client’s internal […]

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Posted in Academic Research, Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments | Tagged , , , | 2 Comments

BankUnited Bid Reveals Complexity of FDIC Decision Process

Editor’s Note: This post is Eduardo Gallardo’s colleagues Kimble Cannon, Dhiya El-Saden and Chris Bellini. The post discusses the recently disclosed bids in the Federal Deposit Insurance Corporation’s May 2009 auction of BankUnited Financial Corp. The bids show that the “highest” bidder did not necessarily win the auction, and that the FDIC’s decision making process […]

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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications | Tagged , , , | 1 Comment

Delaware Law Changes to Facilitate Voluntary Adoption of Proxy Access

On April 10, 2009, Delaware’s governor signed into law legislation that has the potential to impact significantly the election of directors. These changes are effective August 1, 2009, but generally would not affect companies until the 2010 proxy season. This Commentary describes the legislative changes and their practical impact, as well certain questions raised by […]

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Opportunities for Reform Born Out of a Market Collapse

“When the music stops, in terms of liquidity, things will be complicated. As long as the music is playing, you’ve got to get up and dance. We’re still dancing.” Former Chairman and CEO of Citigroup Inc., Charles O. Prince, July 9, 2007, four months before being ousted after reporting an unexpected $11 billion write-off of […]

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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Boards of Directors, Financial Crisis, Practitioner Publications | Tagged , , , , , , , | Comments Off on Opportunities for Reform Born Out of a Market Collapse

Are Independent Audit-Committee Members Objective?

In our forthcoming Accounting Review paper, Are Independent Audit-Committee Members Objective? Experimental Evidence, we use an experimental economic setting to explore whether bonuses tied to current and future investor wealth similar in nature to stock based compensation affects an audit committee member’s (ACM) preference for biased financial reporting. Our motivation to examine ACM preference arises […]

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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation | Tagged , , , , | 1 Comment

Dynamic Incentive Accounts

In our paper, Dynamic Incentive Accounts, which was recently updated after being presented at the Harvard Law School / Sloan Foundation Conference on Corporate Governance in March, we study how executive compensation might be reformed to address a number of issues that were important contributors to the recent financial crisis. We consider a setting in […]

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Posted in Academic Research, Empirical Research, Executive Compensation, Financial Crisis | Tagged , , , , | 1 Comment

TARP, ‘Say on Pay’ and Other Legislative Developments

Executive pay is being buffeted. It has been the subject of much legislative and other attention. The Troubled Assets Relief Program (TARP) has impacted significantly on executive pay at top levels of companies in the financial services industry that have received TARP aid. [1] Several bills pending in Congress would expand regulation of executive pay […]

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Posted in Boards of Directors, Executive Compensation, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications | Tagged , , , | Comments Off on TARP, ‘Say on Pay’ and Other Legislative Developments

Why do Insiders Trade?

Many studies examine whether insiders’ trading activity is informative regarding future return on stocks. An underlying hypothesis tested in these studies is whether insider trades are driven by insiders’ superior information about the prospects of their firm and whether these trades are informative in generating abnormal returns. However, insiders may trade for reasons other than […]

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