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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
Post-Cyan Ruling on Discovery Stay
In May 15, 2019, a Connecticut Superior Court found that defendants in a claim under the Securities Act of 1933 (Securities Act) were entitled to the mandatory discovery stay pending a motion to dismiss under the Private Securities Litigation Reform Act of 1995 (PSLRA)—a significant ruling due to its reasoning and the possibility that other […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Connecticut, Discovery, Jurisdiction, PSLRA, Safe harbor, Securities Act, Securities litigation, SLUSA, State law, Supreme Court
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Baby on Board: Remarks before the Society for Corporate Governance National Conference
A few months ago there was an article in the Washington Post about the baby on board signs that seem to be on so many cars. The article’s timing was perfect because I had just seen one of those signs and remember wondering why they seemed to be making a come-back. At one point, those […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Board composition, Boards of Directors, Director qualifications, Diversity, Institutional Investors, Proxy advisors, SEC, Securities regulation
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Spotlight on Boards
The ever-evolving challenges facing corporate boards prompt periodic updates to a snapshot of what is expected from the board of directors of a major public company—not just the legal rules, or the principles published by institutional investors and various corporate and investor associations, but also the aspirational “best practices” that have come to have equivalent […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board independence, Board leadership, Board oversight, Board performance, Boards of Directors, Corporate culture, Delaware law, Duty of loyalty, Fiduciary duties
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Dual-Class Shares: Governance Risks and Company Performance
Initial public offerings of companies with dual-class shares have made headlines in recent years. An increasing number of newly listed companies have introduced classes of stock with superior voting rights, which typically allow company founders and top executives to maintain company control even as their economic stake in the business may diminish. Dual-class companies include […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Entrenchment, Firm performance, Institutional Investors, IPOs, Long-Term value, Management, Shareholder voting, Short-termism, Tech companies
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Weekly Roundup: June 21–27, 2019
An Activist Gold Rush? Posted by Wes Hall, Amy Freedman, and Ian Robertson, Kingsdale Advisors, on Friday, June 21, 2019 Tags: Boards of Directors, Canada, Commodities, International governance, Proxy contests, Shareholder activism, Shareholder value Statement on the Adoption of Capital, Margin, and Segregation Requirements for Security-Based Swap Dealers and Major Security-Based Swap Participants Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, […]
Click here to read the complete postStrategies to Increase Representation of Women and Minorities—Testimony Before the Committee on Financial Services, House of Representatives
I am pleased to be here today to discuss our prior work on strategies for increasing diversity on corporate boards of directors. Corporate boards take actions and make decisions that not only affect the lives of millions of employees and consumers, but also influence the policies and practices of the global marketplace. Many organizations have […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Bank boards, Banks, Board composition, Board dynamics, Board performance, Board tenure, Board turnover, Boards of Directors, Director qualifications, Diversity, Securities regulation
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Why Do Investment Funds Have Special Securities Regulation?
America’s securities laws are generic. We have only a single body of securities law for all types of companies. The two centerpieces of American securities regulation, the Securities Act of 1933 and the Securities Exchange Act of 1934, regulate almost every industry imaginable, from software making to clothing retail to food service, banking, coal mining, […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Agency costs, Agency model, Exchange Act, Fund managers, Investment Company Act, SEC, Securities Act, Securities regulation, Systemic risk
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New SEC Interpretation of Advisers Acts
The SEC recently issued a final interpretation (the “Interpretation”) of the federal fiduciary duty that an investment adviser owes to its clients under the Advisers Act. The SEC thought it would be beneficial to address in one release and reaffirm, and in some cases clarify, its understanding of certain aspects of the fiduciary duty. The […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Conflicts of interest, Disclosure, Fiduciary duties, Hedging, Institutional Investors, Investment advisers, Investment Advisers Act, Private funds, SEC, SEC rulemaking
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OMB’s Guidance Memorandum to Independent Agencies
This short article is intended to stimulate discussion of the Office of Management and Budget’s (the “OMB”) April 11, 2019 Memorandum (the “OMB Memo”) regarding the obligations of independent agencies. The OMB Memo was issued to all federal agencies, including independent agencies, to establish a centralized review of agency rules by OMB’s Office of Information […]
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Posted in Academic Research, Securities Regulation
Tagged CFPB, CFTC, Cost-benefit analysis, OIRA, OMB, SEC, Securities regulation
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