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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
Potential Regulatory Relief—Financial CHOICE Act 2.0
On May 4, 2017, the U.S. House of Representatives Financial Services Committee voted to advance the Financial CHOICE (“Creating Hope and Opportunity for Investors, Consumers, and Entrepreneurs”) Act (Version 2.0) to the House of Representatives for further consideration and a vote. The CHOICE Act is designed to rewrite many of the rules and provisions contained […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CHOICE Act, Clawbacks, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Incentives, Management, Say on pay, Securities regulation
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Financial Scholars Oppose Eliminating “Orderly Liquidation Authority” As Crisis-Avoidance Restructuring Backstop
Earlier this week, Jeff Gordon and I wrote to the chairs and ranking members of the Senate and House Banking and Judiciary committees, analyzing reasons why a bankruptcy structure should not be allowed to substitute for the Dodd-Frank Act’s regulator-driven “orderly liquidation authority.” Our letter was joined by more than 100 other academics whose work and teaching […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, HLS Research, Legislative & Regulatory Developments
Tagged Bankruptcy, CHOICE Act, Dodd-Frank Act, FDIC, Financial crisis, Financial institutions, Financial regulation, Liquidation, Restructurings, SIFIs, Systemic risk
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Bank Governance and Systemic Stability: The “Golden Share” Approach
The global financial crisis of 2008 has underscored the urgent need for deep rethinking of how financial firms ought to manage risk, and do so not only for the sake of generating good results for themselves and their clients but also for the sake of keeping the entire financial and economic system from collapse. Conceptually, […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Bailouts, Banks, Financial crisis, Financial institutions, Oversight, Risk oversight, Shocks, SIFIs, Stakeholders, Systemic risk, Too big to fail
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Weekly Roundup: May 19–May 25, 2017
Private M&A Deal Terms: UK vs. US Markets Posted by Charlie Geffen, Gibson, Dunn & Crutcher LLP, on Friday, May 19, 2017 Tags: Contracts, Cross-border transactions, Deal protection, Disclosure, Insurance, International governance, Legal systems, Mergers & acquisitions, Private equity, Risk, UK Delaware’s Fall: The Arbitration Bylaws Scenario Posted by Lynn M. LoPucki, UCLA Law School, […]
Click here to read the complete postLead Plaintiffs and Their Lawyers: Mission Accomplished, or More to Be Done?
In our chapter for the forthcoming Research Handbook on Shareholder Litigation, Lead Plaintiffs and Their Lawyers: Mission Accomplished, or More to Be Done? (to be published by Elgar Publishing) we survey the literature relating to the lead plaintiff provision under the Private Securities Litigation Reform Act (PSLRA). Prior to the enactment of the PSLRA in […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors, Securities Litigation & Enforcement
Tagged Attorneys' fees, Class actions, Disclosure, Institutional Investors, Political spending, PSLRA, Securities fraud, Securities litigation, Settlements, Shareholder suits, Transparency
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2017 IPO Report
US Market Review and Outlook Review The IPO market produced 98 IPOs in 2016, the second down year in row, coming in 36% below the tally of 152 IPOs in 2015. In the 12-year period preceding 2015, which saw an annual average of 138 IPOs, there were only three years in which IPO totals failed […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Capital formation, Capital markets, Disclosure, Dual-class stock, Executive Compensation, IPOs, JOBS Act, Private equity, SEC, Securities regulation, Shareholder voting, Tech companies, Venture capital firms
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Federal Banks’ Permitted Concealment of Material Information and Systemic Risk
On May 8, 2017, Ethics Metrics LLC submitted comments to the SEC, Analysis of Bank Holding Company Disclosures, that address a key issue that arises in the Commission’s 30-year old Industry Guide 3, Statistical Disclosure by Bank Holding Companies as well as in the Financial Stability Board’s Thematic Review of Corporate Governance, dated April 28, […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Banks, Compliance & ethics, Disclosure, Financial crisis, Financial institutions, Financial regulation, Information asymmetries, Information environment, Investor protection, Public interest, SIFIs, Systemic risk, Transparency
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Dual-Class Stock and Private Ordering: A System That Works
Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public markets—including companies in the technology and media sectors, as well as companies in more traditional industries ranging from shipping and transportation to oil […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Capital markets, Capital structure, Dual-class stock, International governance, IPOs, Private ordering, Securities regulation, Shareholder rights, Shareholder voting
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SEC Enforcement Actions Against Public Companies and Subsidiaries Keep Pace
This post analyzes data in the Securities Enforcement Empirical Database (SEED), a collaboration between the NYU Pollack Center for Law & Business and Cornerstone Research. SEED is a public online resource that provides data on SEC actions filed against defendants that are public companies traded on major U.S. exchanges and their subsidiaries. This post focuses […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged FCPA, Investment advisers, Public firms, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
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