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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
Shedding Light on Dark Pools
Today, [November 18, 2015], the Commission considers proposing much-needed enhancements to the regulatory regime for alternative trading systems (“ATSs”) that trade national market system (“NMS”) stocks. I will support these proposals because they could go a long way toward helping market participants make informed decisions as they attempt to navigate the byzantine structure of today’s […]
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Posted in Accounting & Disclosure, HLS Research, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Broker-dealers, Capital markets, Conflicts of interest, Dark pools, Disclosure, Equity capital, High-frequency trading, Information asymmetries, Institutional Investors, Proprietary trading, Regulation NMS, SEC, Securities enforcement, Securities regulation
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Rural/Metro and Disclosure Settlements
There is no aspect of merger and acquisitions litigation more pervasive or significant than the disclosure settlement. It is the mechanism by which stockholder claims are conclusively resolved for approximately half of all public company acquisitions greater than $100 million. [1] For that half of major acquisitions, the contracting parties and their directors, officers, affiliates, […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Compliance and disclosure interpretation, Conflicts of interest, Delaware articles, Delaware cases, Delaware law, Disclosure, Fiduciary duties, In re Revlon, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, Shareholder voting
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Navigating the Cybersecurity Storm in 2016
“Our nation is being challenged as never before to defend its interests and values in cyberspace. Adversaries increasingly seek to magnify their impact and extend their reach through cyber exploitation, disruption and destruction.” —Admiral Mike Rogers, Head of US Cyber Command September 9, 2015 A very recent article in the UK publication The Guardian, entitled […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Duty of care, Insurance, NIST, Privacy, Risk disclosure, Risk management, Risk oversight, SEC
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The Pursuit of Gender Parity in the American Boardroom
The Women’s Forum of New York remains the critical, groundbreaking organization for successful women that it was when it held its first meeting in 1974. That was, by coincidence, the year I graduated from Columbia Law School. As one benchmark of progress, that year’s graduating class was only 17 percent women. Today that number is […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Board composition, Board dynamics, Board leadership, Board performance, Boards of Directors, Corporate culture, Director qualifications, Diversity, Management, Nominating committees
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Increasing Transparency of Alternative Trading Systems
Today [November 18, 2015], the Commission meets to consider a proposal to increase the transparency of alternative trading systems (ATS). Many ATSs are commonly referred to as “dark pools”. To most people, dark pools are a little bit of a mystery, and that’s because they often function in great secrecy. Today’s proposal seeks to shine […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Broker-dealers, Capital markets, Conflicts of interest, Dark pools, Disclosure, High-frequency trading, Information environment, Institutional Investors, Proprietary trading, Regulation NMS, Transparency
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ISS 2016 Voting Policies
[November 20, 2015], ISS announced its final U.S. voting policies for the 2016 proxy season. ISS had previously released draft proposals on several of the topics in October. Changes to non-U.S. policies were also announced, including with respect to Brazil, Canada, France, Hong Kong & Singapore, India, Japan, the Middle East & Africa and the U.K. & Ireland. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Executive Compensation, Institutional Investors, International governance, ISS, Overboarding, Peer groups, Proxy access, Proxy advisors, Proxy voting, Shareholder rights, Shareholder voting, Staggered boards, Withhold votes
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Corporate Law and The Limits of Private Ordering
Solomon-like, the Delaware legislature in 2015 split the baby by amending the Delaware General Corporation Law to authorize forum-selection bylaws and to prohibit charter or bylaw provisions that would shift to the plaintiff defense costs incurred in connection with shareholder suits that were not successfully concluded. The legislature acted after the Boilermakers Local 154 Retirement […]
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Posted in Academic Research, Boards of Directors, Court Cases
Tagged Agency model, Boards of Directors, Charter & bylaws, Contracts, Corporate forms, Delaware articles, Delaware law, DGCL, Fiduciary duties, Forum selection, Information asymmetries, Private ordering, Shareholder rights, Shareholder suits
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Program Hiring Post-Doctoral Fellows and Senior Associates
The Program on Corporate Governance is seeking applications from highly qualified candidates who are interested in working with the Program as post-doctoral fellows or senior associates in the fields of corporate governance and/or law and finance. Post-Doctoral Fellows: Applicants for a position of a post-doctoral fellow should be interested in spending between one and three […]
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Posted in Academic Research, Program News & Events
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Management Philosophies and Styles in Family and Non-Family Firms
A growing body of evidence supports the view that there are substantial differences in the management styles and skill sets of individual CEOs, and these differences seem to translate into effects on firm performance and how firms operate. However, we know little about what drives these differences in CEO behavior. In particular, we do not […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Closely-held corporations, Emerging markets, Incentives, International governance, Investor horizons, Management, Manager characteristics, Managerial style, Ownership structure, Private firms, Public firms, Social networks, Stakeholders
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Derivatives and Uncleared Margins
Over the past two weeks, the US banking regulators released their much anticipated final margin requirements for the uncleared portion of the derivatives market. [1] This portion amounts to over $250 trillion of the global $630 trillion outstanding and has up to now been operating in “business as usual” mode, [2] while other derivatives have been […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, CFTC, Commodities, Cross-border transactions, Derivatives, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, Margin requirements, OCC, SEC, Securities regulation, Swaps, Swaps entities
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