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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
Reputation Concerns of Independent Directors
Across the major world markets, institutional investors, stock exchanges and regulators have pushed publically listed firms to increase the number of independent directors on their boards. By 2013, 80% of directors of the S&P 1500 firms are independent, according to RiskMetric. Such a trend reflects a common belief that independent directors are effective monitors of […]
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Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Behavioral finance, Board dynamics, Board independence, Boards of Directors, China, Incentives, International governance, Management, Market reaction, Outside directors, Public firms, Reputation
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2015 FINRA Enforcement Actions
Over the past several years, the Financial Industry Regulatory Authority (“FINRA”), the self-regulatory organization responsible for regulating every brokerage firm and broker doing business with the U.S. public, brought between 1,300 and 1,600 disciplinary actions each year. In 2014, the most recent year for which full-year statistics are available, it ordered $134 million in fines […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bonds, Books and records, Broker-dealers, Compliance & ethics, Compliance and disclosure interpretation, Conflicts of interest, Disclosure, Due diligence, Europe, Exchange-traded funds, Financial institutions, Financial regulation, FINRA, Insider trading, International governance, Misconduct, Municipal securities, Mutual funds, REITs, Risk, Risk disclosure, SEC, Securities enforcement, Securities fraud, Settlements
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OCC’s Recovery Planning Proposal
On December 17th, the Office of Comptroller of the Currency (OCC) proposed recovery planning standards for banks with assets of $50 billion or more. [1] The proposal was released exactly one year after the FDIC released guidance for covered insured depository institutions (CIDI) that significantly raised the resolution planning bar for many of these same […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bankruptcy, Banks, Failed banks, FDIC, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, OCC, Recovery & resolution plans, Risk management, SIFIs, Stress tests
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Director Removal Without Cause
In a recent bench ruling on a summary judgment motion in a case involving Vaalco Energy, Vice Chancellor Laster held that a provision of a company’s charter or bylaws could not override the default rule under Delaware law that directors serving on a non-classified board (i.e., annually elected) may be removed with or without cause […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Board declassification, Charter & bylaws, Classified boards, Delaware cases, Delaware law, DGCL, DGCL s.141, Majority voting, Mergers & acquisitions, Ousting directors, Shareholder activism, Shareholder elections, Shareholder voting
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Weekly Roundup: January 1–January 8
CFTC’s Proposed Rules on Cybersecurity Posted by Dan Ryan, PricewaterhouseCoopers LLP, on Saturday, January 2, 2016 Tags: Accounting, Audits, CFTC, Clearing houses, Cybersecurity, Derivatives, Financial institutions, Recovery & resolution plans, Risk, Risk assessment, Risk oversight, Securities Regulation, Swaps, Swaps entities Recovery Planning for Large National Banks Posted by C. Andrew Gerlach, Sullivan & Cromwell LLP, […]
Click here to read the complete postActivist Hedge Funds, Golden Leashes, and Advance Notice Bylaws
The tactics used by activist hedge funds to target companies continue to command the attention of corporate executives and board members. This post discusses recent cases highlighting activist efforts to replace directors at target companies. It also examines the use of controversial special compensation arrangements sometimes referred to as “golden leashes,” the arguments for and […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Advanced notice, Board performance, Boards of Directors, Charter & bylaws, Compensation committees, Director compensation, Executive Compensation, Golden leashes, Hedge funds, Incentives, Management, Pay for performance, Proxy contests, Shareholder activism, Shareholder proposals, Shareholder voting, Wachtell Lipton
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Governance Challenges When Gatekeepers are “Chilled”
An emerging governance challenge is the need to address the tension between the pursuit of legitimate corporate strategic goals, and the concerns of internal “gatekeepers” who perceive themselves at increasing personal legal risk for corporate wrongdoing. This challenge is a direct byproduct of new enforcement initiatives of the Department of Justice and the Securities and […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Audit committee, Boards of Directors, Compliance & ethics, Compliance and disclosure interpretation, Conflicts of interest, DOJ, Internal auditors, Liability standards, Misconduct, Risk, Risk management, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Ten Topics for Directors in 2016
U.S. public companies face a host of challenges as they enter 2016. Here is our annual list of hot topics for the boardroom in the coming year: Oversee the development of long-term corporate strategy in an increasingly interdependent and volatile world economy Cultivate shareholder relations and assess company vulnerabilities as activist investors target more companies […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Audit committee, Board composition, Board turnover, Boards of Directors, Cybersecurity, Executive Compensation, Mergers & acquisitions, Proxy access, Risk management, SEC, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder voting, Social networks
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ISS Proxy Access FAQs: Problematic Proxy Access Provisions
Institutional Shareholder Services (ISS) has published revised FAQs for its U.S. Proxy Voting Policies and Procedures, including two new FAQs directly related to proxy access. This post provides an update to our Alerts dated October 21, 2015 (available here) on Navigating Proxy Access and November 23, 2015 (available here, and discussed on the Forum here) on […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director nominations, Executive Compensation, Institutional Investors, ISS, Precatory proposals, Proxy access, Proxy advisors, Shareholder proposals, Shareholder rights, Shareholder voting
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