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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
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 […]
Click here to read the complete postDelaware Bankruptcy Court Disallows Triangular Setoff
The United States Bankruptcy Court for the District of Delaware, in a decision announced January 9, 2009, denied a creditor’s request for permission to effect a triangular setoff, that is a setoff of the creditor’s claim against one debtor against amounts the creditor owed to another debtor affiliate of the debtor (In re SemCrude, L.P., […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bankruptcy, Cravath, Setoffs
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CEO Stock Donations
In my paper Deductio Ad Absurdum: CEOs Donating Their Own Stock to Their Own Family Foundations, which was recently accepted for publication in the Journal of Financial Economics, I explore whether executives exploit the insider trading gift loophole to make well-timed charitable donations of stock in advance of price declines, a strategy that would allow […]
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In Embattled CEOs, Edward Rock and I argue that chief executive officers of publicly-held corporations in the United States are losing power to their boards of directors and to their shareholders. This loss of power is recent (say, since 2000) and gradual, but nevertheless represents a significant move away from the imperial CEO who was […]
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Posted in Academic Research, Boards of Directors
Tagged Boards of Directors, Shareholder activism
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CEO Pay and the Lake Wobegon Effect
In our paper, CEO Pay and the Lake Wobegon Effect, which was recently accepted for publication in the Journal of Financial Economics, we analyze a common explanation for the recent increase in CEO pay at US firms. Our model, which is based on asymmetric information in financial markets, is motivated by an observation made by […]
Click here to read the complete postFirms Gone Dark
I have just posted on SSRN a revised version of a paper that focuses on firms that exit the mandatory disclosure system even though their shares remain publicly traded and may be held by thousands of investors, Firms Gone Dark. It will be published shortly in the University of Chicago Law Review. The paper begins […]
Click here to read the complete postDeterminants of Explicit CEO Contracts
In Explicit vs. Implicit Contracts: Evidence from CEO Employment Agreements, which was recently accepted for publication in the Journal of Finance, we report evidence on the determinants of whether the relationship between a firm and its CEO is contractually defined in an explicit agreement. Our sample consists of the 494 U.S.-based firms in the S&P […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Contracts, Management contracts, Pay for performance
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A Wider Scope of Primary Liability?
In a recent novel decision in one of the mutual fund market timing cases brought by the SEC (SEC v. Tambone, ___ F.3d ___ (1st Cir. 2008), available at 2008 U.S. App. LEXIS 24457), the First Circuit held that the SEC had adequately alleged a primary violation of Section 10(b) and Rule 10b-5(b) for material […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Mutual funds, Rule 10b-5, Secondary liability, Securities litigation
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