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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Recovery Planning for Large National Banks
On December 16, 2015, the Office of the Comptroller of the Currency (the “OCC”) solicited public comment, through a Notice of Proposed Rulemaking (the “NPR”), [1] on proposed guidelines to establish standards for recovery planning by certain large insured national banks, insured Federal savings associations and insured Federal branches of foreign banks (the “Guidelines”).
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Boards of Directors, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bank boards, Bankruptcy, Banks, Boards of Directors, Deposit insurance, Dodd-Frank Act, Failed banks, FDIC, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, Liquidity, OCC, Recovery & resolution plans, Risk management, Stress tests
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CFTC’s Proposed Rules on Cybersecurity
Last week, the Commodity Futures Trading Commission (CFTC) proposed cybersecurity regulations for electronic trading platforms, clearing organizations, and data repositories. Most importantly, the proposal calls for five types of systems testing, the most impactful of which is the requirement that organizations test key controls (e.g., access to sensitive data or procedures that control changes to […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Derivatives, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting, Audits, CFTC, Clearing houses, Cybersecurity, Derivatives, Financial institutions, Recovery & resolution plans, Risk, Risk assessment, Risk oversight, Securities regulation, Swaps, Swaps entities
2 Comments
Ten Trends in SEC Enforcement Actions
As 2015 winds down, we offer the following observations about ten important trends in SEC enforcement actions. 1. Increased Number of Enforcement Actions The number of SEC enforcement actions continues to grow. In FY 2015, the SEC filed 807 enforcement actions, of which 507 were independent actions for violations of the securities laws and 300 […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Broker-dealers, Capital structure, Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Equity capital, Equity securities, Liability standards, SEC, SEC enforcement, Securities enforcement, Settlements, Whistleblowers
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United States v. Litvak: Materiality of Pricing Misstatements
On December 8, 2015, the Second Circuit issued its decision in United States v. Litvak, which reversed the defendant’s conviction and remanded the case for a new trial. Notwithstanding the reversal, the Court reaffirmed the “longstanding principle” that Section 10(b) of the Securities Exchange Act of 1934 is to be construed “flexibly,” and held that […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance and disclosure interpretation, Disclosure, Investor protection, Liability standards, Materiality, Risk disclosure, Section 10(b), Securities Act, Securities enforcement, Securities fraud, Treasury Department, U.S. federal courts
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Trends in S&P 500 CEO Compensation
Executive pay continues to be a hotly debated topic in the boardroom among investors and proxy advisors, and it routinely makes headlines in the media. As the U.S. was in the heart of the financial crisis in 2008-2009, CEO total direct compensation (TDC = base salary + actual bonus paid + grant value of long-term […]
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Posted in Boards of Directors, Empirical Research, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Executive Compensation, Firm performance, Incentives, Management, Market reaction, Pay for performance, Shareholder value, Stock returns
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SEC Guidance on Unbundling in M&A Context
On October 27, 2015, the SEC issued new Compliance and Disclosure Interpretations (the 2015 C&DIs) regarding unbundling of votes in the M&A context. The 2015 C&DIs address the circumstances under which either a target or an acquiror in an M&A transaction must present unbundled shareholder proposals in its proxy statement relating to provisions in the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisition agreements, Boards of Directors, Bundling, Charter & bylaws, Compliance and disclosure interpretation, Exchange Act, Mergers & acquisitions, Proxy disclosure, Rule 14a-4, SEC, SEC rulemaking, Securities Act, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder voting, Staggered boards, Target firms
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FAST Act: Capital Formation Changes and Reduced Disclosure Burdens
On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (FAST Act), which, despite its name, contains several new provisions designed to facilitate capital formation and reduce disclosure burdens imposed on companies under the federal securities laws. The provisions build upon the 2012 Jumpstart Our Business Startups Act (JOBS Act), […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital formation, Compensation disclosure, Disclosure, Exchange Act, FACT Act, Filings, Financial reporting, IPOs, JOBS Act, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities Act, Securities regulation, Small firms, Transparency
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Public Audit Oversight and Reporting Credibility
As the accounting scandals in the early 2000s illustrated, reliable financial reporting is a cornerstone of trust in the stock market, which in turn plays a key role for investor participation (Guiso et al., 2008). In an effort to restore trust in financial reporting after the scandals, the U.S. Congress passed the Sarbanes-Oxley Act (hereafter, […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Accounting, Audits, Capital markets, Earnings announcements, External auditors, Financial reporting, Information environment, Market reaction, Oversight, PCAOB, Public firms, Reporting regulation, Securities regulation, SOX
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A Busy Year in U.S. M&A Antitrust Enforcement
As M&A activity reached an unprecedented level in 2015, the U.S. antitrust agencies continued to actively investigate and pursue enforcement actions impacting transactions in many sectors of the economy. The overall level of merger enforcement was roughly in line with the aggressive levels of the past few years, with the Federal Trade Commission and the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Antitrust, Consumer protection, DOJ, FTC, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities regulation, Treasury Department, U.S. federal courts
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Regulatory Competition and the Market for Corporate Law
There is a longstanding debate in corporate law and governance over the merit of competition for corporate laws. “Race to the top” scholars point to the fact that Delaware, the state where most public firms are incorporated, has laws that are highly responsive to business and has been a laggard in enacting anti-takeover statutes. Proponents […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Antitakeover, Boards of Directors, Decision-making, Delaware articles, Delaware law, Director liability, Disclosure, Incorporations, Legal systems, Liability standards, Nevada, Securities regulation, State law
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