-
Supported By:
Subscribe or Follow
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
Engaging with Rakhi Kumar of State Street Global Advisors
Andrew Letts: Rakhi, thank you for taking the time to speak with us. Many of the people who will read this will be familiar with your team’s work. We’re hoping to take a deeper dive into how the investment stewardship team evaluates companies and the approaches you take. To start off, let’s go back a […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Environmental disclosure, ESG, Institutional Investors, Long-Term value, Proxy advisors, Risk oversight, SASB, Shareholder activism, Shareholder voting, Stewardship, Sustainability
Comments Off on Engaging with Rakhi Kumar of State Street Global Advisors
Non-Shareholder Voice in Bank Governance: Board Composition, Performance and Liability
In the welter of financial sector reforms which followed the financial crisis—enhanced capital and liquidity rules, resolution mechanisms based on bail-in debt, new macro-prudential powers for regulators—the governance of banks received only non-star billing. In one sense this was surprising since the empirical data showed that banks with the “best” corporate governance, assessed on the […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Boards of Directors
Tagged Bank boards, Banks, Boards of Directors, Financial crisis, Financial institutions, Financial regulation, Systemic risk
Comments Off on Non-Shareholder Voice in Bank Governance: Board Composition, Performance and Liability
Volcker Rule 2.0: A Significant but Unfinished Proposal
The federal agencies responsible for implementing the Volcker Rule—the Board of Governors of the Federal Reserve System (FRB), the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC), the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC)—recently proposed significant changes to the final rule that they […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, CFTC, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, Hedging, OCC, Proprietary trading, SEC, Underwriting, Volcker Rule
Comments Off on Volcker Rule 2.0: A Significant but Unfinished Proposal
Will Warren’s Accountable Capitalism Act Help? The Answer is No.
U.S. Sen. Elizabeth Warren has proposed legislation that would require all companies with more than $1 billion in annual revenue to secure a charter from a newly established Office of United States Corporations. It’s hard to think of a sillier idea. I don’t disagree with her proposition that we “need to end the harmful corporate […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Practitioner Publications, Securities Regulation
Tagged Accountable Capitalism Act, Benefit corporation, Charter & bylaws, Corporate Social Responsibility, ESG, Incorporations, Long-Term value, Repurchases, Securities regulation, Shareholder primacy, Stakeholders
1 Comment
The Rise of Fiduciary Law
Introduction Fiduciary rules appear in family law, surrogate decision-making, laws of agency, employment, pensions, remedies, banking, financial institutions, corporations, charities, not for profit organizations, medical services and international law. Fiduciary concepts guide areas of knowledge: economics, psychology; moral norms; and pluralism. Fiduciary law was recognized in Roman law and the British common law. It was […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Agency costs, Agency model, Fiduciary duties, Legal history, Social capital, Social networks
Comments Off on The Rise of Fiduciary Law
IRS Guidance on Section 162(m)
On August 21, 2018, the Internal Revenue Service (“IRS”) issued Notice 2018-68 (the “Notice”), which provides initial guidance on the application of Section 162(m) of the Internal Revenue Code, as amended by the 2017 Tax Cuts and Jobs Act (“TCJA”). The guidance is limited to the definition of the term “covered employees” and the application […]
Click here to read the complete postPotential Reform to the Federal Reserve Board’s “Control Rules”
2018 has seen significant but pragmatic developments in the implementation of bank regulation by the Board of Governors of the Federal Reserve System (Federal Reserve) under its new Vice Chairman for Bank Supervision, Randal Quarles. Vice Chairman Quarles has frequently touted transparency in regulation as a significant virtue, and has himself frequently adopted such transparency […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Corporate Elections & Voting, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Bank boards, Bank Holding Company Act, Banks, Boards of Directors, Change in control, Director nominations, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Securities regulation, Shareholder voting, Volcker Rule
Comments Off on Potential Reform to the Federal Reserve Board’s “Control Rules”
Weekly Roundup: August 31-September 6, 2018
The Appraisal Landscape Posted by Gail Weinstein, David L. Shaw, and Scott B. Luftglass, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, August 31, 2018 Tags: Appraisal rights, Bidders, Conflicts of interest, Delaware cases, Delaware law, Fair values, Go-shop, In re Appraisal of Dell, Merger litigation, Mergers & acquisitions, Private equity Board Refreshment: Finding the Right Balance Posted by Kosmas Papadopoulos, ISS Analytics, on Saturday, September 1, […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: August 31-September 6, 2018
Special Checklist for 2019 Annual Meeting
As the Fall notice period for proxy resolutions and dissident director nominations approaches, in addition to the usual checklist for the annual meeting, it is important to keep in mind that hostile takeover approaches and activist demands backed by a threatened proxy fight are not abating. Therefore, it would be wise to review and implement […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board composition, Boards of Directors, Compliance & ethics, Director nominations, Engagement, Proxy fights, Proxy materials, Risk management, Shareholder activism, Shareholder nominations
Comments Off on Special Checklist for 2019 Annual Meeting