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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
2018 Proxy Season Review
The complete publication (available here) summarizes significant developments relating to the 2018 U.S. annual meeting proxy season, including: Rule 14a-8 Shareholder Proposals Environmental/social/political proposals gain traction. Although shareholders submitted a consistent level of environmental/social/political (“ESP”) proposals as a percentage of all shareholder proposals submitted, there was a significant increase in the percentage withdrawn (for the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Institutional Investors, ISS, No-action letters, Proxy advisors, Proxy season, Rule 14a-8, Say on pay, Shareholder proposals, Shareholder voting
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SEC Enforcement for Social Media Violation
On July 10, 2018, the Securities and Exchange Commission (the “SEC”) announced five settlements (the “Advertising Rule Settlements”) in connection with violations of Section 206(4) of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 206(4)-1(a)(1) thereunder. Each of the Advertising Rule Settlements involves the improper use of testimonials on social media. Section […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Investment advisers, Investment Advisers Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements, Social media
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Enhancing Director Performance and Impact
Boards are increasingly seeking to diversify their membership and draw on expertise from a wider variety of sources. As a result, they find themselves with an exceptional number of new—and often first-time—directors. While the need to acclimate new directors may occur only sporadically, getting it right can be essential to the effectiveness of a board. […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accountability, Board dynamics, Board monitoring, Board performance, Boards of Directors
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Bank Resolution and the Structure of Global Banks
How should prudential regulators deal with global banks that are too big to fail? Many see bank resolution as the key element in dealing with this challenge. The main idea is that global systemically important banks (G-SIBs) are required to issue a sufficient amount of “total loss absorbing capital” (TLAC) in the form of subordinated […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Bankruptcy, Banks, Cross-border transactions, Financial crisis, Financial institutions, Foreign banks, G-SIB, Recovery & resolution plans, SIFIs, Systemic risk, Too big to fail
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Development in Insider Trading Liability
On June 25, 2018, a divided panel of the U.S. Court of Appeals for the Second Circuit issued an amended decision in United States v. Martoma. In its initial decision, the Second Circuit expressly overturned a key requirement for insider trading liability set out by its previous decision in United States v. Newman. Under Newman, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Insider trading, Liability standards, SEC enforcement, Securities enforcement, U.S. federal courts
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Corporate Disobedience
From Uber to “legalized” marijuana businesses, examples of companies pushing or even transgressing legal boundaries are ubiquitous. Corporate law takes a dim view of law breaking, enabling the chartering of corporations only for a lawful purpose and denying business judgment rule protection for knowing violations of the law. The legal literature has not been as […]
Click here to read the complete postShareholder Rejection of Chair-CEO Separation
Since the introduction of Say on Pay, shareholders have maintained a larger degree of influence over CEO compensation. The ability to vote in an advisory capacity on CEO compensation strengthened the voice of shareholders. However, a particularly interesting case arises when the CEO occupies the position of the chair of the board. Potentially, this could […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board independence, Boards of Directors, Lead directors, Management, Shareholder proposals, Shareholder voting
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Back in the Groove
Merger madness, flush balance sheets and the integration of environmental, social, and governance (ESG) issues into mainstream activism in the first half of the year mean 2018 should be set for record levels of activism. Note: All data as of June 30. Activism looks poised for another record year in 2018. By the end of […]
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Posted in Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged ESG, Hedge funds, Institutional Investors, International governance, Mergers & acquisitions, Proxy contests, Shareholder activism, Sustainability
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Brexit Update: Keeping Track of the Moving Pieces
The second anniversary of the Brexit referendum is upon us, an entirely inconclusive meeting between Prime Minister Theresa May and her fellow members of the European Council has just ended, and the proverbial clock continues to count down to the October deadline for an exit deal and the March 2019 exit date. Yet, if anything […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Brexit, Cross-border transactions, EU, Europe, Financial regulation, International governance, Securities regulation, UK
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