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HLS Faculty & Senior Fellows
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
Kokesh v. SEC: Supreme Court to Discuss Application of Statute of Limitations to SEC Disgorgement
“Chief Justice Marshall said it was utterly repugnant to the genius of our laws to have a penalty remedy without limit … the concern, it sees seems to me, is multiplied when it’s not only no limitation, but it’s something that the government kind of devised on its own.” —Chief Justice Roberts The Supreme Court […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disgorgement, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Statute of limitations, Supreme Court
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Independent Directors: New Class of 2016
Today’s boards are navigating disruptive changes, a dynamic geopolitical and regulatory environment, shifting consumer and workforce demographics, and shareholder activist activity amid a push by leading investors for a more long-term strategic focus. These demands highlight the critical role boards play in helping companies manage risk and seize strategic opportunities. To see how boards are […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Board composition, Board dynamics, Board independence, Board performance, Boards of Directors, Director qualifications, Director tenure, Diversity, Management
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Independent Directors and Controlling Shareholders
Independent directors are an important feature of modern corporate law and courts and lawmakers around the world increasingly rely on these directors to protect investors from controlling shareholder opportunism. In our Article, Independent Directors and Controlling Shareholders, forthcoming in the University of Pennsylvania Law Review, we examine this reliance. We show that the existing director-election regime […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research
Tagged Agency costs, Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware law, Dual-class stock, Incentives, Investor protection, Management, Oversight, Shareholder rights
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Uncertainty on the Application of Unocal to Corwin Transactions: Paramount Gold & Silver
In Paramount Gold and Silver Stockholders Litigation (April 13, 2017), the shareholder-plaintiffs claimed that the directors of Paramount Gold and Silver Corporation had breached their fiduciary duties by agreeing to an unreasonable “deal protection device” in connection with the merger pursuant to which Paramount was being acquired by Coeur Mining, Inc. Specifically, the plaintiffs contended […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Boards of Directors, Business judgment rule, Charter & bylaws, Deal protection, Delaware cases, Delaware law, Director liability, Fiduciary duties, Merger litigation, Mergers & acquisitions, Spinoffs, Termination fees
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President Trump’s Dangerous CHOICE
During his campaign, Donald Trump promised a near-dismantling of the Dodd-Frank Act, the core piece of financial reform legislation enacted following the 2007-2008 financial crisis. He doubled down on that promise once in office, vowing to both “do a big number” on and give “a very major haircut” to Dodd-Frank. In early February, he took […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Capital markets, CHOICE Act, Consumer protection, Deregulation, Dodd-Frank Act, Donald Trump, Financial crisis, Financial institutions, Financial reform, Financial regulation, Investor protection
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Proxy Voting Conflicts—Asset Manager Conflicts of Interest in the Energy and Utility Industries
While shareholder resolutions calling on companies to proactively address the risks to investors from climate change received unprecedented levels of support last year, despite their mainstream acceptance by investors, asset managers including JP Morgan, Fidelity, Vanguard, BlackRock, and BNY Mellon frequently voted in favor of management and failed to support the resolutions. In a new […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications
Tagged Agency costs, Asset management, Boards of Directors, Climate change, Conflicts of interest, Disclosure, Environmental disclosure, ESG, Executive Compensation, Institutional Investors, Proxy voting, Shareholder proposals, Shareholder voting, Sustainability
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The Emerging Need for Cybersecurity Diligence in M&A
Cybercrime has emerged as one of the foremost threats a company faces. As a result of a few keystrokes, a company may find its customers’ data sold on the dark web, its intellectual property in the hands of a competitor or its operations paralyzed by ransomware. It should come as little surprise, then, that cybersecurity […]
Click here to read the complete postThe Departing Remarks of Federal Reserve Governor Daniel K. Tarullo
Tomorrow [April 5, 2017] is my last day at the Federal Reserve. So in this, my final official speech, it seems appropriate to offer a broad perspective on how financial regulation changed after the crisis. In a moment, I shall offer a few thoughts along these lines. Then I am going to address in some […]
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Posted in Banking & Financial Institutions, Financial Crisis, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Banks, Broker-dealers, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, G-SIB, Liquidity, Proprietary trading, Prudence, Risk, Risk management, Risk oversight, SIFIs, Stress tests, Systemic risk, Too big to fail, Volcker Rule
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Of Snitches and Riches: Optimal IRS and SEC Whistleblower Rewards
The past decade has seen a dramatic shift in the enforcement of U.S. tax and securities laws away from reliance on public administrative agents and towards the use of paid whistleblowers. Traditionally, violations of tax law were detected by IRS auditors and agents, who reviewed tax returns and conducted investigations. Similarly, violations of securities law […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Litigation & Enforcement
Tagged Compliance & ethics, Disclosure, Financial reporting, Incentives, SEC, SEC enforcement, Securities enforcement, Whistleblowers
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