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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
Proxy Access: Developments in Market Practice
Looking back at the proxy access provisions adopted by U.S. companies over the past year, it is clear that there is convergence around most key terms and conditions, including exceptions and details that are not contemplated by most shareholder proposals. While this convergence does not mean that market practice will stop developing or that governance […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Investor horizons, No-action letters, Ownership, Proxy access, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting
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Reporting “Up” Obligations
A recent decision of a state bar disciplinary commission has important implications for the risk oversight obligations of the governing board. According to various media reports, the Michigan Attorney Grievance Commission declined to pursue six former General Motors Co. in-house counsel for failing to disclose to consumers the safety risks of an alleged defective automotive […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Compliance & ethics, Compliance and disclosure interpretation, Confidentiality, Disclosure, Fiduciary duties, General Motors, Inside counsel, Management, Reporting regulation, Risk oversight, SEC, Securities regulation, SOX
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Preferential Treatment and the Rise of Individualized Investing in Private Equity
Preferential treatment of investors is more common than ever in today’s private equity industry, thanks in part to new structures that make it easier to grant different terms to different investors. Traditionally, private equity managers raised almost all of their capital through “pooled” funds whereby the capital of many investors was aggregated into a single […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Private Equity
Tagged Capital structure, Compliance & ethics, Conflicts of interest, Disclosure, Fund managers, Incentives, Investor protection, Market efficiency, Private equity, Securities regulation, Shareholder value, Special purpose vehicles
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US Regulators’ Bonus Compensation Proposal
[On April 21, 2016], the National Credit Union Administration (NCUA) became the first of six federal regulatory agencies to repropose the long-awaited bonus compensation rule that will apply to banks, asset managers, broker-dealers, and other financial institutions. [1] The issuance follows an earlier joint proposal released in April 2011 to establish limitations on the timing—but […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Executive Compensation, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accountability, Bank boards, Banks, Bonuses, Clawbacks, Compensation regulation, Executive Compensation, Financial institutions, Financial regulation, Foreign banks, Management, Misconduct, NCUA, Restatements, Risk-taking
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Omnicare, Legal Risk Disclosure and Corporate Governance
The Supreme Court’s 2015 decision in Omnicare Inc. v. Laborers District Council Construction Industry Pension Fund is an extended exercise in corporate discourse theory. Omnicare’s registration statement for a public offering under the Securities Act of 1933 stated the company’s belief that its marketing practices to certain kinds of pharmacies were lawful. Later the government […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Caremark, Compliance and disclosure interpretation, Delaware law, Director liability, Disclosure, Fiduciary duties, Liability standards, Oversight, Rule 10b-5, Securities Act, Securities fraud, Securities litigation, Securities regulation, Supreme Court
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The Economics and Finance of Hedge Funds
Critics of hedge funds often label hedge funds as greedy, corrupt, and highly compensated villains who disrupt and pose a threat to financial markets and force corporations to change to policies that destroy firm value. Proponents of hedge funds view them as informed traders who improve market quality and corporate governance. Despite these opposing views, […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis
Tagged Asset management, Financial institutions, Financial reporting, Fund managers, Hedge funds, Incentives, Investor horizons, Liquidity, Performance measures, Risk management, Risk-taking, Shareholder activism, Systemic risk
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Rollout of Proposed Rule on Incentive Pay
[On April 21, 2016], the National Credit Union Administration issued a notice of proposed rulemaking for a new interagency rule on incentive-based compensation that applies to financial institutions with consolidated assets of at least $1 billion. This new proposal replaces one originally issued 5 years ago in the first half of 2011. The Board of Governors […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Executive Compensation, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bank boards, Banks, Boards of Directors, Clawbacks, Compensation regulation, Dodd-Frank s.956, Executive Compensation, Federal Reserve, Financial institutions, Financial regulation, Incentives, Investment advisers, NCUA, Performance measures, Risk oversight, Risk-taking
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SEC Scrutiny of Secondary Market Trading
In an unprecedented one-day blitz, the Chair of the Securities and Exchange Commission was joined by the SEC Enforcement Director in events in Silicon Valley and San Francisco on March 31 focused on one message: the SEC is closely watching the conduct of private companies as well as emerging platforms that trade in private company […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Boards of Directors, Capital formation, Compliance & ethics, Compliance and disclosure interpretation, Disclosure, Exchange Act, Investor protection, IPOs, Misreporting, Private firms, Rule 10b-5, SEC, SEC enforcement, Section 10(b), Securities enforcement, Securities fraud, Securities regulation, Swaps, Tech companies
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The Governance Gap in Fragmented Markets
The firestorm of controversy surrounding IEX’s efforts to gain recognition as a national exchange showcases the enormous economic and popular power of exchanges in the marketplace. [1] Exchanges have long offered an organized space for companies to list their securities and for traders to transact in the risk of these securities with one another, ultimately […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Securities Regulation
Tagged Algorithmic trading, Capital markets, Conflicts of interest, Dark pools, Equity capital, High-frequency trading, Information asymmetries, Information environment, Liquidity, Market efficiency, NASDAQ, NYSE, Oversight, Systemic risk
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Articles by Bebchuk, Coates and Fried Voted to be Among the Top Ten Corporate and Securities Articles of 2015
The Corporate Practice Commentator announced last week the list of the Ten Best Corporate and Securities Articles selected by an annual poll of corporate and securities law academics. The list includes three articles from Harvard Law faculty associated with the Program on Corporate Governance, Professors Lucian Bebchuk, John Coates, and Jesse Fried. The top ten articles […]
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