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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
A New Era of Extraterritorial SEC Enforcement Actions
In a recent decision, U.S. Securities and Exchange Commission v. Scoville, the United States Court of Appeals for the Tenth Circuit became the first Circuit Court to opine on the scope of the SEC’s extraterritorial enforcement authority under the Dodd-Frank Act. Departing from the United States Supreme Court’s 2010 opinion in Morrison v. National Australia […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Extraterritoriality, SEC, SEC enforcement, Section 10(b), Section 17(a), Securities Act, Securities regulation, U.S. federal courts
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Will the Long-Term Stock Exchange Make a Difference?
Many have recently lamented the decline in the number of IPOs and public companies generally (about half the number since the boom in 1996), and numerous reasons have been offered in explanation, from regulatory burden to hedge-fund activism. (See this PubCo post and this PubCo post.) In response, some companies are exploring different approaches to going public, leading […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Capital formation, Capital markets, Dual-class stock, Financial reporting, IPOs, Long-Term value, Public firms, Securities regulation, Short-termism
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French Legislation on Corporate Purpose
The French Civil Code provides as a general principle that every company must have a lawful corporate purpose and be constituted in the common interest of its partners. These provisions, which are applicable to all forms of partnership or public or private corporations, have been supplemented by the so-called “Pacte Statute” on the Development and […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged ESG, EU, France, International governance
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Board Development and Director Succession Planning in the Age of Shareholder Activism, Engagement and Stewardship
The intensifying spotlight turned on boards of directors and management teams by investors prompts a fresh look at how public companies approach board development, director succession planning and refreshment in advance of an activist attack, shareholder unrest or a crisis that results in heightened scrutiny. As the New Paradigm of corporate governance takes hold, the […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Board tenure, Boards of Directors, Corporate culture, Director qualifications, Diversity, Engagement, Institutional Investors, Long-Term value
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Blurred Lines: Government Involvement in Corporate Internal Investigations and Implications for Individual Accountability
[In May 2019], Chief Judge Colleen McMahon of the US District Court for the Southern District of New York (SDNY) issued an opinion that could have significant implications for how companies cooperate in Government investigations. Following a trial, Defendant Gavin Black was convicted of wire fraud and conspiracy to commit wire fraud and bank fraud […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Banks, Deutsche Bank, DOJ, Financial institutions, Financial regulation, LIBOR, Securities enforcement, U.S. federal courts
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Weekly Roundup: May 31–June 6, 2019
The Never-Ending Quest for Shareholder Rights: Special Meetings and Written Consent Posted by Emiliano Catan and Marcel Kahan (New York University), on Friday, May 31, 2019 Tags: Agency costs, Boards of Directors, Classified boards, Shareholder activism, Shareholder voting, Staggered boards, Written consent Rulemaking Petition on Non-GAAP Financials in Proxy Statements Posted by Ken Bertsch & Jeffrey Mahoney, Council of Institutional Investors, on Friday, May […]
Click here to read the complete postKeynote Remarks at the Mid-Atlantic Regional Conference
Thank you, Jeff [Boujoukos], for that kind introduction. I am pleased to have the opportunity to speak with the SEC’s federal and state partners in my home town of Philadelphia. Thank you to the Philadelphia Regional Office for organizing this terrific event. Before I start, let me remind you that the views I express today […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Investor protection, OCIE, SEC, SEC enforcement, Securities enforcement, Securities regulation
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The Past and Present of Mutual Fund Fee Regulation
Section 36(b) of the Investment Company Act permits mutual fund investors to sue funds for charging excessive asset management fees. This liability for excessive fees has proven to be one of the more problematic areas of mutual fund regulation. Fund complexes view the suits largely as unpredictable nuisances unrelated to fee levels, while for those […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Fiduciary duties, Fund litigation, Fund managers, Investment Company Act, Mutual funds, SEC, Section 36(b), Securities litigation, Securities regulation
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Statement on Final Rules Governing Investment Advice
Our Nation is facing a savings crisis. Many young workers are unable to save at all; half of America’s retirees have saved less than $65,000 and face the terrifying prospect of running out of money in retirement. Every time those Americans seek help from financial professionals, they’re asked to trust someone whose interests can be […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Conflicts of interest, Fiduciary duties, Investment advisers, Investor protection, SEC, SEC rulemaking, Securities regulation
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Statement on Commission Actions to Enhance and Clarify the Obligations Financial Professionals Owe to our Main Street Investors
Good morning, we have four separate items on today’s agenda. I am going to begin with some historical perspective. Just two days ago, on Monday evening, we celebrated the 85th anniversary of the Commission. The overriding issue we address today—the obligations of financial professionals when they provide investment advice and services to retail customers—has been […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Conflicts of interest, Disclosure, Fiduciary duties, FINRA, Investment advisers, Investor protection, Retail investors, SEC, SEC rulemaking, Securities regulation
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