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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
The Enforceability of Employment Arbitration Agreements
On May 21, 2018, the United States Supreme Court, in a long-awaited decision, held that employment arbitration agreements with class action waivers requiring individual arbitration are enforceable under the Federal Arbitration Act (the “FAA”), notwithstanding Section 7 of the National Labor Relations Act (the “NLRA”), which protects employees’ rights to engage in concerted activities. In […]
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Posted in Court Cases, Practitioner Publications
Tagged Arbitration, Class actions, DOJ, Labor markets, Supreme Court
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Shareholder Battles at Telecom Italia
The spotlight has been on Telecom Italia since Vivendi, the French media conglomerate controlled by Vincent Bolloré, built up a 24% stake in 2016. In the past few months, the glare has intensified over a series of shareholder meetings, court decisions and backroom negotiations, with governance and control of the Italian company—as well as influence […]
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Posted in Boards of Directors, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, EU, Europe, Institutional Investors, International governance, Italy, Shareholder activism, Shareholder proposals
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Weekly Roundup: June 1-June 7, 2018
Global Governance: Board Independence Standards and Practices Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, June 1, 2018 Tags: Asia-Pacific, Board independence, Boards of Directors, Europe, International governance, Securities regulation Caremark and Reputational Risk Through #MeToo Glasses Posted by Arthur H. Kohn, Elizabeth Bieber, and Vanessa C. Richardson, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, June 2, 2018 Tags: Accountability, Boards of Directors, Business judgment rule, Caremark, Compliance […]
Click here to read the complete postStatement at Open Meeting on Inter-Agency Proposal for Amendments to the Volcker Rule
[June 5, 2018], the Commission will consider proposed amendments to rules adopted under section 13 of the Bank Holding Company Act. The proposed amendments principally relate to prohibitions and restrictions on proprietary trading and certain interests in, and relationships with, hedge funds and private equity funds, commonly known as the “Volcker Rule.” Before I turn […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Banks, Capital requirements, Financial institutions, Financial regulation, Liquidity, Proprietary trading, Securities regulation, Volcker Rule
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Statement on Proposed Revisions to Prohibitions and Restrictions on Propriety Trading and Certain Interests in, and Relationships With, Hedge Funds and Private Equity Funds
I also would like to thank the staff for all of their hard work on this proposal. I’d like to begin my statement this morning [June 5, 2018] with a quote about today’s proposed amendment to the Volker Rule: [W]e recognize that the proposed amendment could increase moral hazard risks related to proprietary trading by […]
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Posted in Banking & Financial Institutions, Practitioner Publications, Private Equity, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Banks, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Hedge funds, Hedging, Investor protection, Moral hazard, Private equity, Proprietary trading, Risk, Securities regulation, Systemic risk, Volcker Rule
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Proposed Amendments to the Volcker Rule
Thank you, Chairman Clayton, and thank you to the exceptional Staff in the Divisions of Trading and Markets and Investment Management for their work on these proposals. I’m especially appreciative to Andrew Bernstein in the Division of Trading and Markets and Brian Johnson in the Division of Investment Management for the time each of you […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Banks, Financial crisis, Financial institutions, Hedging, Investor protection, Proprietary trading, Risk, Systemic risk, Volcker Rule
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Lazard’s 1Q 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 Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications
Tagged Blockholders, Exchange Act, Filings, Hedge funds, Schedule 13D, Schedule 13F, Shareholder activism, Shareholder voting
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Measuring the Impact of Median Employee Pay on the CEO Pay Ratio
For the first time, the Securities and Exchange Commission (SEC) mandated that thousands of companies disclose the ratio of CEO pay to median employee pay (“ratio”) in their annual proxy statements for 2018. The S&P 500 company ratios disclosed thus far show substantial variation, with a median of 155:1 and a range from 0:1 to […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Labor markets, Management, Say on pay, SEC, Securities regulation
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Post-Dell Appraisal—Still Work to be Done
In the aftermath of the long-awaited Delaware Supreme Court appraisal decisions in Dell (which we reviewed in a previous note) and DFC, there was cautious optimism that the court’s guidance would eliminate or at least significantly reduce the uncertainty that surrounded appraisal proceedings in Delaware courts in recent years. It was hoped that the decisions […]
Click here to read the complete postBoard Lessons: Succeeding with Investors in a Crisis
Each year, a small number of companies confront crisis-level events that draw high-profile scrutiny from a range of stakeholders. A well-executed emergency response plan can help limit the immediate fallout from a negative incident. However, in recent years, the companies that have been the most successful in managing the longer-term effects of a crisis have […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Board independence, Boards of Directors, Disclosure, Engagement, Institutional Investors, Reputation, Risk, Risk management, Shareholder voting
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