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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
SOX and Going-Private Decisions
In my paper Going-Private Decisions and the Sarbanes-Oxley Act of 2002: A Cross-Country Analysis, which was co-written with Pinar Karaca-Mandic and Eric Talley and is forthcoming in the Journal of Law, Economics, & Organization, we investigate whether the passage and the implementation of the Sarbanes-Oxley Act of 2002 (SOX) drove firms out of the public […]
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Posted in Academic Research, Empirical Research, Legislative & Regulatory Developments, Mergers & Acquisitions
Tagged SOX, Target firms
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The Return of the Shareholder
Less than two decades after Francis Fukuyama famously enshrined market-based liberal democracy as an optimal system at “the end of history,” [1] Barack Obama used his inaugural address to warn the nation that, “without a watchful eye, the market can spin out of control.” The change in tenor from capitalist triumphalism to our current trepidation […]
Click here to read the complete postHedge Fund Activism Extends to SPACs
A Special Purpose Acquisition Company (SPAC) is a publicly traded shell (or blank check) company formed for the specific purpose of buying an existing company, usually in a particular industry. At the IPO, investors purchase units of the SPAC, consisting of a combination of shares and warrants, at a relatively low price. The SPAC then […]
Click here to read the complete postBest Practices for Hedge Fund Managers and Investors
Two private sector committees, the Asset Managers’ Committee and the Investors’ Committee, established by the President’s Working Group on Financial Markets, recently released their final reports on best practice guidelines for hedge fund managers and investors. Drafts of each report were originally released on April 15, 2008, and were open to public comment for 60 […]
Click here to read the complete postBoard Committees, CEO Compensation, and Earnings Management
In our paper Board Committees, CEO Compensation, and Earnings Management which was recently accepted for publication in the Accounting Review, we develop a model to analyze the effect of committee formation on how corporate boards perform two main functions: setting CEO pay and overseeing the financial reporting process. Even though stock-based compensation schemes are designed […]
Click here to read the complete postTrading in Distressed Debt
2009 undoubtedly will be a year of severe economic challenges. Analysts believe that the deepest recession since World War II will continue and worsen in the United States. Unemployment may well exceed 10%. With major financial institutions de-levering their balance sheets, credit was constricted for much of 2008 and likely will remain so for an […]
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Posted in Bankruptcy & Financial Distress, Derivatives, Practitioner Publications, Private Equity
Tagged Credit supply, Debt securities, Leverage, Liquidity
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A Comparison of Regulatory Regimes
In our paper Corporate Governance and Internal Control over Financial Reporting: A Comparison of Regulatory Regimes which was recently accepted for publication in the Accounting Review, we investigate the association of audit committee and board characteristics with the effectiveness of internal controls over financial reporting (ICFR). We measure this association using data on internal controls […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Legislative & Regulatory Developments
Tagged Audit committee, Audits, Financial reporting, Internal control, SOX
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Environmental Disclosure in SEC Filings
Preparing environmental disclosure for Securities and Exchange Commission filings has always been a complicated task. Although most of the securities and accounting rules governing environmental disclosure have been in place for some time, environmental costs and liabilities can take various forms, the key facts are often difficult to ascertain and the underlying environmental laws (and […]
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Posted in Corporate Social Responsibility, Practitioner Publications, Securities Regulation
Tagged Climate change, Environmental disclosure, Filings
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Optimal CEO Incentives
In my paper A Multiplicative Model of Optimal CEO Incentives in Market Equilibrium (co-authored with Xavier Gabaix and Augustin Landier, both of NYU Stern), which was recently accepted for publication in the Review of Financial Studies, we contribute to the growing debate on whether executive compensation results from rent extraction or optimal contracting. We construct […]
Click here to read the complete postTakeover Risks in Troubled Times
The market’s recent collapse leaves many public companies and their longterm investors highly vulnerable: • Depressed share values create all kinds of opportunities for those with available cash or a strong equity currency. The substantial loss of market capitalization across all sectors presents buying or consolidation opportunities for financial and strategic acquirors, and creates a […]
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