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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
FCPA Successor Liability
In its continuing efforts to encourage companies to self-report Foreign Corrupt Practices Act (FCPA) violations, the Department of Justice (DOJ) announced [July 25, 2018] that it intends to apply the principles of its FCPA Corporate Enforcement Policy to successor companies that uncover wrongdoing in connection with mergers and acquisitions. Accordingly, successor companies that voluntarily disclose […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Anti-corruption, Corporate crime, Corporate liability, Disclosure, DOJ, Due diligence, FCPA, International governance, Liability standards, Mergers & acquisitions, Misconduct
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Director Skill Sets
Boards of directors are multi-dimensional and the optimal board combines monitoring and advisory roles to varying degrees. We examine how individual director skills map into these roles. Do directors specialize as “advisors” or “monitors,” or, like boards, do they combine roles? And how do directors’ skills aggregate to the board level—are individual skills independent of […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board composition, Board dynamics, Board monitoring, Board performance, Boards of Directors, Director qualifications, Diversity, Firm performance, Nominating committees, Regulation S-K
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Women in the C-Suite: The Next Frontier in Gender Diversity
Despite recent advances in female board participation globally, gender diversity among top executives remains disappointingly low across all markets, with some improvement discerned in the past few years. Moreover, there does not appear a correlation between board gender diversity and gender diversity in the C-Suite at the market level. Some of the markets that have […]
Click here to read the complete postProposed Amendments to SEC’s Whistleblower Program
On June 28, 2018, the Securities and Exchange Commission (“SEC”) voted to propose amendments to the rules governing its whistleblower program. These changes include expanding the types of resolutions covered by the program, giving the SEC discretion in modifying awards, eliminating potential double recovery, adjusting the claims review process, and barring individuals who submit false […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Dodd-Frank Act, Oversight, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Settlements, Whistleblowers
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Circuit Split on Morrison Application
On July 17, 2018 the Ninth Circuit, in Stoyas v. Toshiba Corporation, held that the Supreme Court’s ruling in Morrison v. National Australia Bank Ltd. did not preclude the assertion of claims under the U.S. federal securities laws against foreign issuers with respect to domestic transactions in unsponsored American Depository Receipts (“ADRs”). The court, however, further held […]
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Posted in Banking & Financial Institutions, Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Banks, Class actions, Cross-border transactions, Financial institutions, Foreign issuers, International governance, Liability standards, Morrison v. National Australia Bank Ltd., Section 10(b), Securities fraud, Securities litigation, U.S. federal courts
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Shedding the Status of Bank Holding Company
On July 17, 2018, the Financial Stability Oversight Council (“FSOC”) issued a proposed decision that would, if finalized, approve a transaction (the “Transaction”) through which Zions Bancorporation, a bank holding company (“BHC”), would be eliminated through a merger into its national bank subsidiary, Zions Bank, N.A. (“ZB,” and, collectively with Zions Bancorporation, “Zions”), such that […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Financial institutions, Financial regulation, FSOC, OCC, SIFIs
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Weekly Roundup: August 3-9, 2018
SEC Liability for Social Media Violations Posted by Michael W. McGrath, Pablo J. Man, and Britney E. Ryan, K&L Gates LLP, on Friday, August 3, 2018 Tags: Information environment, Investment advisers, Investment Advisers Act, Reputation, SEC, SEC enforcement, Securities enforcement, Securities regulation, Social media The Regulation of Proxy Advisors Posted by Steve Seelig and Puneet Arora, Willis Towers Watson, on Friday, August 3, 2018 Tags: Corporate Governance […]
Click here to read the complete postShould a Board Have a Reputation?
Boards of directors have historically operated behind closed doors, unseen and unknown to the outside world. If you asked a director whether they think their board should have a public reputation— one that is distinct from the company—most would respond with a resounding no. However, proprietary research conducted by Edelman concludes that a board of […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Board independence, Board oversight, Board performance, Boards of Directors, Reputation, Risk management, Social capital
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Cash America and the Structure of Bondholder Remedies
On September 19, 2016, the Southern District of New York released its opinion in Wilmington Savings Fund FSB v. Cash America International Inc. At issue was a claim by Wilmington Savings, the trustee on a $300 million bond issued by Cash America some years prior, that Cash America had breached one of its covenants by […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Court Cases, Securities Litigation & Enforcement
Tagged Bondholders, Bonds, Covenants, Debt contracts, Debtor-creditor law, Securities litigation
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