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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
Weekly Roundup: August 24–30, 2018
High-Quality Sales Processes and Appraisal Proceedings Posted by Jason Halper, Ellen Holloman, and Joshua Apfelroth, Cadwalader, Wickersham & Taft LLP, on Friday, August 24, 2018 Tags: Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Fairness review, Go-shop, In re Appraisal of Dell, In re Appraisal of DFC Global, Market efficiency, Merger litigation, Mergers & acquisitions, Reliance Awakening Governance: ACGA China Corporate Governance Report 2018 Posted by Jamie […]
Click here to read the complete postRemarks on Capital Formation at the Nashville 36|86 Entrepreneurship Festival
Thank you Charlie for that kind introduction. I am delighted to participate in the 36|86 Entrepreneurship Festival here in Nashville, Tennessee. I would like to speak for about 25 minutes about key capital formation initiatives at the SEC. After my remarks, I will be joined by Bill Hinman, the Director of the SEC’s Division of […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Cryptocurrency, Disclosure, FAST Act, ICOs, Investor protection, IPOs, Public firms, SEC, Securities regulation
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Supreme Court Nominee and the Derivative Suit
In an opinion from 2008, Judge Kavanaugh, writing for the U.S. Court of Appeals for the District of Columbia, offered a rare glimpse into his views on the demand requirement in derivative litigation under Delaware law, and hinted in dicta that he may be open to reevaluating the legal standard for reviewing a dismissal of […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting standards, Board independence, Boards of Directors, Delaware cases, Delaware law, Derivative suits, Executive Compensation, Liability standards, Shareholder suits, Supreme Court
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The Race to the Bottom in Global Securities Regulation
In a forthcoming article, we tell the story of our class action against Teva Pharmaceutical Industries as an illustration of the global race to laxity in the regulation of capital markets. Teva is an Israeli company traded in Israel and the United States. It is the largest generic drug maker in the world. Its market value […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Executive Compensation, International Corporate Governance & Regulation, Securities Regulation
Tagged Capital markets, Class actions, Compensation disclosure, Disclosure, Executive Compensation, International governance, Israel, Securities regulation
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Gender Quotas in California Boardrooms
By August 31, 2018, California could become the first state in the nation to mandate publicly held companies that base their operations in the state to have women on their boards. The legislation—SB 826—will require public companies headquartered in California to have a minimum of one female on its board of directors by December 31, 2019. […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Director compensation, Diversity, SB 826, State law
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Securing Financial Stability: Systematic Regulation of Systemic Risk
Regulators worry that the “macroprudential” regulation enacted since the financial crisis to protect financial stability may be inadequate to prevent another crisis. This paper examines that regulation with a decade of hindsight. The primary focus of that regulation has been to protect against the failure of systemically important financial institutions (“SIFIs”) or to mitigate the systemic […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Capital requirements, Financial crisis, Financial institutions, Financial regulation, Incentives, Information environment, Market efficiency, Moral hazard, Prudence, Shocks, SIFIs, Systemic risk, Too big to fail
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Lazard’s 2Q 2018 13F Filing Analysis
Rule 13F-1 of the Securities Exchange Act of 1934 requires institutional investors with discretionary authority over more than $100m of public equity securities to make quarterly filings on Schedule 13F Schedule 13F filings disclose an investor’s holdings as of the end of the quarter, but generally do not disclose short positions or holdings of certain […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Filings, Hedge funds, Institutional Investors, Long-Term value, Rule 13F-1, Schedule 13F, Securities Act, Shareholder activism
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Fintech as a Systemic Phenomenon
Fintech is the hottest topic in finance today. Bankers are racing to adopt it, policymakers are debating how to facilitate it, investors are pouring money into it, and academics are writing about it. Fintech is visibly “disrupting” the way we conduct financial transactions. Invisibly, it is also changing the way we think about finance. The […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, Securities Regulation
Tagged Algorithmic trading, Blockchain, Capital markets, Cryptocurrency, Financial regulation, Financial technology, ICOs, Innovation, Market efficiency, Securities regulation, Systemic risk
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Performance Awards and Say on Pay
With most annual shareholder meetings concluded, a majority of shareholders have had the opportunity to vote on 2018 compensation packages. While companies are not legally bound by their Say on Pay results, there are still plenty of incentives, such as shareholder confidence in the board and management, to motivate them to work towards a passing […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Compensation committees, Equity-based compensation, Executive Compensation, Management, Pay for performance, Say on pay, Shareholder voting
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