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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
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 […]
Click here to read the complete postTARP, ‘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 Executive Compensation, Say on pay, Shareholder rights, TARP
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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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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Insider trading, Stock returns
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The American Corporation and its Shareholders: Dooryard Visits Disallowed?
Editor’s Note: The post below by Commissioner Elisse Walter is a transcript of remarks by her at the Society of Corporate Secretaries and Governance Professionals on June 27, 2009 in San Diego.) I am delighted to participate in this year’s conference. And, I particularly appreciate your willingness to change the placement of this speech in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Financial Regulation, Legislative & Regulatory Developments, Regulators Materials, Securities Regulation
Tagged Disclosure, Governance reform, SEC, Shareholder rights
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Why the SEC should not further restrain short selling
The hedge fund coalition that I chair, the Coalition of Private Investment Companies (CPIC), recently submitted a comment letter to the Securities and Exchange Commission (SEC) in which we laid out our case for why the Commission should drop proposals to further restrain short selling. Under consideration by the regulator is a series of proposals […]
Click here to read the complete postSEC Advocates Broad Reforms of Synthetic Ownership Instruments and Markets
As we have pointed out for some time, non-traditional structured and derivative arrangements that create economic exposure to publicly traded securities have allowed activist and short-term investors to exert vast but hidden influence. With respect to equity securities, investors have used such instruments to secretly accumulate large equity positions with a view to exercising control […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Debt securities, Equity securities, Exchange Act, OTC derivatives, SEC
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Financial Visibility and Going Private
In our forthcoming Review of Financial Studies paper Financial Visibility and the Decision to Go Private we investigate the determinants of the decision to go private over a firm’s entire public life cycle. We investigate the decision to go private by estimating several variations of the hazard model. Initially, we estimate a broad competing risk […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Buyouts, Federal Reserve, Going private, IPOs
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The Proper Limits of Shareholder Proxy Access
Editor’s Note: The post below by Commissioner Paredes is a transcript of remarks by him at the Center for Capital Markets Competitiveness, U.S. Chamber of Commerce on June 23, 2009 in Washington, D.C. It is a pleasure to be speaking at this timely conference on “Shareholder Rights, the 2009 Proxy Season, and the Impact of […]
Click here to read the complete postToxic Tests
Editor’s Note: This post is Lucian Bebchuk’s current column in his series of monthly commentaries titled “The Rules of the Game” for the international association of newpapers Project Syndicate. The series focuses on finance and corporate governance and may be accessed here. Below is the text of Professor Bebchuk’s column: The United States government is now […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Banks, Failed banks, Financial crisis, Stress tests, Toxic assets
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Retaining Key Target Employees: Lessons For Acquirors
Common issues confronting acquirors involve retaining the target company’s key employees and protecting against the loss of business to defecting employees. A recent Delaware Court of Chancery decision addressed issues faced by an acquiror, where a group of the target company’s employees plotted to leave the target company and launch a competing business prior to […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Delaware cases, Delaware law, Ivize v. Compex Litigation Support
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