-
Supported By:
Subscribe or Follow
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
Making Sure Your “Choice-of-Law” Clause Chooses All of the Laws of the Chosen Jurisdiction
In a 2016 post to Weil’s Private Equity Insights blog it was suggested that deal professionals and their counsel should not only “choose governing law wisely, but also choose it thoroughly!” That suggestion was an effort to highlight the importance of the actual language used in the choice-of-law clauses found in the miscellaneous provisions at […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Contracts, Delaware law, Forum selection, Jurisdiction, Merger litigation, Mergers & acquisitions, Statute of limitations
Comments Off on Making Sure Your “Choice-of-Law” Clause Chooses All of the Laws of the Chosen Jurisdiction
IRS Guidance on Stock Distributions for Publicly Offered REITs and RICs
On August 11, 2017, the Internal Revenue Service (IRS) published Revenue Procedure 2017-45, which provides guidance on when it will treat stock distributions by certain real estate investment trusts (REITs) and certain regulated investment companies (RICs) as distributions of property under Section 301 of the Internal Revenue Code. Stock distributions eligible for this treatment may […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Distributions, Dividends, Internal Revenue Code, IRS, REITs, Taxation
Comments Off on IRS Guidance on Stock Distributions for Publicly Offered REITs and RICs
Better Directors or Distracted Directors? An International Analysis of Busy Boards
The issue of multiple directorships on corporate boards has come under increasing scrutiny from both academicians and practitioners. There is conflicting evidence in the academic literature about the impact of multiple directorships on firm value and performance. Core, Holthausen, and Larcker (1999) report that busy directors require an excessively high level of compensation, which in […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Board performance, Boards of Directors, Corporate culture, Director compensation, Director nominations, Director qualifications, Diversity, Europe, Firm valuation, International governance, Management, Overboarding, Proxy advisors, Social networks
1 Comment
Equifax Data Breach: Preliminary Lessons for the Adoption and Implementation of Insider Trading Policies
Insider trading allegations have surfaced at Equifax, a credit rating agency that last week announced a data breach that could potentially affect 143 million consumers in the United States, nearly half of the country’s population. SEC filings show that three Equifax executives—Chief Financial Officer John Gamble Jr., Workforce Solutions President Rodolfo Ploder and U.S. Information […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compliance & ethics, Cybersecurity, Disclosure, Equifax, Filings, Inside information, Insider trading, Liability standards, Management, Misconduct, Reporting regulation, Risk management, Rule 10b-5, SEC, Section 10(b), Securities regulation, Transparency
Comments Off on Equifax Data Breach: Preliminary Lessons for the Adoption and Implementation of Insider Trading Policies
Weekly Roundup: September 8–14, 2017
How M&A Agreements Handle the Risks and Challenges of PRC Acquirors Posted by Ethan Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, on Friday, September 8, 2017 Tags: Acquisition agreements, Antitrust, Arbitration, China, Cross-border transactions, International governance, Mergers & acquisitions, Private equity The High Cost of Fewer Appraisal Claims in 2017: Premia Down, Agency Costs Up Posted by Matthew Schoenfeld, Burford Capital, on Friday, September 8, […]
Click here to read the complete postResolution as a Macroprudential Regulatory Tool
Since the financial crisis, regulators have been shifting their focus from traditional microprudential regulation, which protects individual banks and other financial firms , to “macroprudential” regulation that protects the stability of the financial system itself. Regulators have begun expanding that macroprudential focus to include bankruptcy “resolution” techniques designed to reorganize the capital structure of, or […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Bankruptcy, Capital requirements, Debtor-creditor law, Financial crisis, Financial institutions, Financial regulation, Liquidity, Macroeconomics, Moral hazard, Prudence, Recovery & resolution plans, SIFIs, Systemic risk
Comments Off on Resolution as a Macroprudential Regulatory Tool
OCC Stakes Out a Lead Role in Establishing New Deregulatory Agenda
Under acting Comptroller Keith A. Noreika, one of the first financial regulatory agency appointees put in place by the Trump administration, the Office of the Comptroller of the Currency (“OCC”) has staked out a position as the first of the federal banking agencies to take substantial steps to implement a new financial deregulatory agenda. Recently, […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Central banking, CFPB, Deregulation, Donald Trump, FDIC, Federal Reserve, Financial institutions, Financial regulation, Financial technology, Investment Company Act, Liquidity, OCC, Proprietary trading, Volcker Rule
Comments Off on OCC Stakes Out a Lead Role in Establishing New Deregulatory Agenda
How Should We Regulate Fintech?
In the last decade, financial technology (or “fintech”) has revolutionized the way that finance works. Robo-advisors have turned the art of investing into an automated process run entirely by algorithms. Crowdfunding firms have harnessed the wisdom of crowds to make it easier than ever for individuals and companies to raise capital. And virtual currencies such […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation
Tagged Algorithmic trading, Banks, Bitcoin, Crowdfunding, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Financial reporting, Financial technology, Innovation, International governance, Market efficiency, Moral hazard, SIFIs, Systemic risk
Comments Off on How Should We Regulate Fintech?