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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
Statement on the Adoption of Capital, Margin, and Segregation Requirements for Security-Based Swap Dealers and Major Security-Based Swap Participants
The Commission has adopted final rules governing the capital, margin, and segregation requirements applicable to security-based swap dealers (SBSDs) and major security-based swap participants under Title VII of the Dodd-Frank Act. Completion of this rulemaking represents a significant milestone in the Commission’s implementation of its regulatory framework for security-based swaps. I am grateful for Chairman […]
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Posted in Derivatives, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital requirements, CFTC, Derivatives, Dodd-Frank Act, Margin requirements, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities
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An Activist Gold Rush?
Momentum is building for M&A across the gold industry driven by the market, balance sheets, and shareholders. Behemoths Barrick Gold Corp. (NYSE: GOLD, TSX: ABX) and Newmont Mining Corp. (now Newmont Goldcorp Corp. (NYSE: NEM, TSX: NGT)) have grabbed headlines with acquisitions of Randgold Resources Ltd. and Goldcorp Inc. respectively, and the junior and intermediate […]
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Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Canada, Commodities, International governance, Proxy contests, Shareholder activism, Shareholder value
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Weekly Roundup: June 14–20, 2019
Defined Contribution Plans and the Challenge of Financial Illiteracy Posted by Jill E. Fisch (University of Pennsylvania Law School), Annamaria Lusardi (George Washington University), and Andrea Hasler (George Washington University), on Friday, June 14, 2019 Tags: 401(k), Corporate liability, ERISA, Information asymmetries, Investor protection, Liability standards, Retirement plans Exchanging Views on Exchange-Traded Funds Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, […]
Click here to read the complete postThe Modern Dilemma: Balancing Short- and Long-Term Business Pressures
We are pleased to share the latest collaboration between Baker McKenzie and World Economic Forum in the publication of a white paper entitled “The Modern Dilemma: Balancing Short and Long Term Business Pressures“. The leadership challenge of balancing short and long-term business pressures, and doing so in an ethical way in which both a company […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Accounting, Boards of Directors, Environmental disclosure, Financial reporting, International governance, Long-Term value, Stewardship, Sustainability
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The Chilling Effect of Regulation FD: Evidence from Twitter
Regulation Fair Disclosure (“Reg-FD”) was intended to stop the practice of selective disclosure, in which companies provided material information to select analysts and institutional investors prior to public disclosure. It achieved this goal by requiring that material disclosures be broadly disseminated to the public through non-exclusionary channels. While the underlying concept of broad non-exclusionary disclosures […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Securities Regulation
Tagged Disclosure, Information environment, Materiality, Regulation FD, SEC, Securities regulation, Shareholder communications, Social media, Social networks
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Impact of the California Consumer Privacy Act on M&A
Introduction Similar to the European Union’s General Data Protection Regulation, the passage of the California Consumer Privacy Act (“CCPA”) is ushering in a new era of data privacy and data security considerations in the United States as companies are preparing for its effectiveness, the possibility for follow-ons in other states and the potential for preemptive […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged California, Compliance and disclosure interpretation, Consumer protection, Cybersecurity, Merger litigation, Mergers & acquisitions, Privacy, State law
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Business Chemistry: A Path to a More Effective Board Composition
Introduction The average board member spends about 245 hours on board matters over the course of a year, according to the 2018-2019 NACD Public Company Governance Survey. However, less than one-third of this time, 74 hours, consists of board member interactions, such as telephonic and in-person board and committee meetings and a handful of board […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Behavioral finance, Board composition, Board dynamics, Board performance, Boards of Directors
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Delaware’s New Competition
American corporate law is built on a metaphor of a race: states compete to supply corporate law. For nearly half a century, corporate law scholarship has revolved around endemic questions about whether other states put competitive pressure on Delaware, and whether this competition is normatively desirable. There is a missing piece to this important body […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Cayman Islands, Charter & bylaws, Delaware articles, Delaware law, Derivative suits, Duty of loyalty, International governance, Jurisdiction, Shareholder suits, State law, Tax avoidance, Transparency
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Regulation Best Interest
On June 5, 2019, the Securities and Exchange Commission (SEC) adopted Regulation Best Interest (Rule 15l-1 under the Securities Exchange Act of 1934 (Exchange Act)), which requires broker-dealers and their associated persons who are natural persons to act in the best interest of their retail customers when making a recommendation. The SEC also adopted Form […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Conflicts of interest, Fiduciary duties, Investor protection, Regulation Best Interest, SEC, SEC rulemaking, Securities regulation
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U.S. Board Diversity Trends in 2019
As the U.S. annual shareholder meeting season is coming to an end, we review the characteristics of newly appointed directors to reveal trends director in nominations. As of May 30, 2019, ISS has profiled the boards of 2,175 Russell 3000 companies (including the boards of 401 members of the S&P 500) with a general meeting […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Director nominations, Director qualifications, Diversity, Institutional Investors
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