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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
Chair White Statement on Use of Derivatives
The Commission will consider two separate recommendations from the staff today [December 11, 2015]. First, we will consider and vote on a recommendation from the staff of the Division of Investment Management to propose an updated and more comprehensive approach to the use of derivatives by mutual funds and exchange-traded funds, closed-end funds, and business […]
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Posted in Accounting & Disclosure, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Anti-corruption, Asset management, Derivatives, Disclosure, Dodd-Frank Act, Exchange-traded funds, Financial regulation, Investment Company Act, Investor protection, Leverage, Mutual funds, Risk, Risk oversight, SEC, SEC rulemaking, Securities regulation
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Protecting Investors through Proactive Regulation of Derivatives
Today [December 11, 2015], the Commission considers new rules that are designed to protect investors by addressing the use of derivatives by registered investment companies. As demonstrated by the 2008 financial crisis, and the economic turmoil that followed, years of regulatory complacency and deregulation enabled an unregulated derivatives marketplace to cause significant losses to investors. […]
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Posted in Boards of Directors, Derivatives, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Asset management, Boards of Directors, Derivatives, Director qualifications, Dodd-Frank Act, Financial regulation, Investor protection, Mutual funds, Risk management, Risk oversight, SEC enforcement, Securities enforcement, Securities regulation, Swaps
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Dissenting Statement on Use of Derivatives
Today [December 11, 2015], we are considering a proposed new exemptive rule that addresses the use of derivatives and financial commitment transactions by registered investment companies and business development companies (collectively, “funds”). This proposal is the third in a series of initiatives aimed at ensuring that the Commission’s regulatory program fully addresses the increasingly complex […]
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Posted in Accounting & Disclosure, Derivatives, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, CFTC, Derivatives, Disclosure, Dodd-Frank Act, Exchange-traded funds, Financial regulation, Investment Company Act, Investor protection, Mutual funds, Risk oversight, SEC, SEC rulemaking, Securities regulation, Swaps
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Maintaining High-Quality, Reliable Financial Reporting
It is a pleasure to be here to speak to you about our shared and weighty responsibility to maintain high-quality, reliable financial reporting. This audience—preparers, auditors, audit committee members, and their advisors—is a very important one for the SEC. Investors, issuers, and the markets all depend on the work you do and the judgments you […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audit committee, Boards of Directors, Disclosure, External auditors, FASB, Financial reporting, GAAP, Internal auditors, Investor protection, Oversight, PCAOB, Regulation S-K, SEC, Securities enforcement, Securities regulation, Transparency
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Putting RBC Capital In Context
In a recent decision, the Delaware Supreme Court upheld Chancery Court decisions requiring RBC Capital—a unit of the Royal Bank of Canada—to pay $76 million to Rural/Metro shareholders based on RBC Capital’s advisory work for Rural/Metro in its 2011 sale to Warburg Pincus. RBC Capital sought a buy-side financing role for Warburg Pincus, a private […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Corporate Elections & Voting, Court Cases, HLS Research, Mergers & Acquisitions, Private Equity, Securities Regulation
Tagged Boards of Directors, Buyouts, Compliance & ethics, Conflicts of interest, Delaware cases, Delaware law, Director liability, Disclosure, Fiduciary duties, Go-shop, Merger litigation, Mergers & acquisitions, Private equity, Rural/Metro, Securities regulation, Shareholder suits, Shareholder voting
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The Soviet Constitution Problem in Comparative Corporate Law
Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court, the Austin Wakeman Scott Lecturer on Law and a Senior Fellow of the Harvard Law School Program on Corporate Governance, recently issued an essay that is forthcoming in the Southern California Law Review. The essay, titled The Soviet Constitution Problem in Comparative Corporate Law: Testing the […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Boards of Directors, Corporate governance, EU, Europe, Fiduciary duties, International governance, Legal systems, Mergers & acquisitions, Shareholder power, Shareholder rights, Shareholder value, Shareholder voting, Takeovers
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Insurers: Retirement Plans Look Less Golden
Earlier this year, the Department of Labor (“DOL”) released a proposed regulatory package impacting the way investment advisors and brokers are compensated. [1] Under the proposal, recommendations to an employee retirement benefit plan or an individual retirement account (“IRA”) investor will be considered “fiduciary” investment advice, thus requiring the advice to be in the “best […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Compensation guidelines, Compensation regulation, Compliance and disclosure interpretation, Contracts, Fiduciary duties, Financial advisers, Insurance, Insurance regulation, Investment advisers, Retirement plans, Securities regulation
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Scope of Federal Statutory Whistleblower Provisions
The Sarbanes-Oxley Act (SOX) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) contain provisions protecting from retaliation individuals who provide information regarding a violation of U.S. securities laws. Various ambiguities in these statutory provisions have been adjudicated, most recently by the Northern District of California, which grappled with a new issue: whether […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, Director liability, Dodd-Frank Act, FCPA, Liability standards, Misconduct, SEC, SEC enforcement, Securities Act, Securities enforcement, Securities regulation, SOX, U.S. federal courts, Whistleblowers
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Comment Letter of 18 Law Professors on the Trust Indenture Act
We are legal scholars of corporate finance. We write because we are concerned by a proposed omnibus appropriations rider that would amend the Trust Indenture Act of 1939 without any legislative hearings or opportunity for public comment on the proposed amendment. As you may know, the Trust Indenture Act is one of the pillars of American securities regulation. Congress […]
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