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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
Taking REITs Private
With many REITs now trading at meaningful discounts to their net asset value, we are already seeing signs of an increase in REIT buyouts. Many of the drivers of the $100 billion-plus of public-to-private REIT M&A transactions that preceded the financial crisis are apparent again, including higher valuations in the private real estate markets than […]
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Posted in Boards of Directors, Executive Compensation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Board communication, Boards of Directors, Break fees, Change in control, Executive Compensation, Going private, Management, Mergers & acquisitions, Private equity, REITs, Shareholder suits, Shareholder value
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Shareholder Activism and Voluntary Disclosure
Information is the foundation on which traders form their beliefs about a company and ultimately their investment decisions. In empirical settings, information often arrives in the form of a company disclosure. Since managers have significant discretion over disclosure, researchers have extensively studied the relation between disclosure and trading via the price system. In our paper, […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research
Tagged Disclosure, Incentives, Information asymmetries, Information environment, Liquidity, Management, Peer effects, Peer groups, Proxy fights, Reputation, Shareholder activism, Voluntary Disclosure
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The Important Work of Boards of Directors
It’s a great honor to be back again speaking at an event sponsored by the New York Stock Exchange. It has been more than six years since, as a relatively new SEC Commissioner, I had the opportunity to ring the closing bell at the Exchange. Of course, a lot has changed since then. At the […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Board communication, Board composition, Board evaluation, Board performance, Boards of Directors, Cybersecurity, Director liability, Director qualifications, Disclosure, Dodd-Frank Act, Engagement, Risk management, Risk oversight, SEC, Securities regulation
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Regulatory Competition in Global Financial Markets
The decades-long discussion on the merits of regulatory competition appears in a new light on the global financial market. There are a number of strategies that market participants use to avoid the reach of regulation, in particular by virtue of shifting trading abroad or else relocating activities or operations of financial institutions to other jurisdictions. […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Arbitrage, Banks, Cross-border transactions, Financial crisis, Financial institutions, Financial regulation, International governance, Jurisdiction, Market efficiency, Resolution authority, Risk-taking, SIFIs, Systemic risk
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Delaware Court Refinement of Director Independence Analysis
In Delaware County Employees Retirement Fund, et al. v. Sanchez, et al., the Delaware Supreme Court held that stockholder plaintiffs in a derivative action adequately alleged facts to support a pleading-stage inference that a director was not independent from an interested director due to their close, 50-year friendship and significant business relationships consistent with that […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Board independence, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Derivative suits, Fair values, Fiduciary duties, Pleading standards, Shareholder suits, Social networks
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Enforcement Discretion at the SEC
The Dodd Frank Wall Street Reform Act allowed the Securities & Exchange Commission to bring almost any claim that it can file in federal court to its own Administrative Law Judges. The agency has since taken up this power against a panoply of alleged insider traders and other perpetrators of securities fraud. Many targets of […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Dodd-Frank Act, Forum selection, FTC, Insider trading, Jurisdiction, Liability standards, SEC, SEC enforcement, Securities fraud, Securities regulation, U.S. federal courts
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Boards and Internal Audit
The role of the board has always been an important and demanding one, but today’s board members face increasingly complex challenges in overseeing an organization’s risk management, including: Demands for greater accountability from investors Increasingly complex regulatory oversight Sluggish economic growth The convergence of industries Disruptive new technologies Scarcity of resources and the effects of […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Accounting, Audits, Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Internal auditors, Risk, Risk assessment, Risk management, Risk oversight
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Broker-dealers: Lock in your Liquidity
The credit crisis of 2008 highlighted the criticality of effective liquidity management and demonstrated the difficulties broker-dealers face without adequate funding sources. In response, the Financial Industry Regulatory Authority (“FINRA”) has been taking steps to impose new requirements that will impact many broker-dealers, especially those that hold inventory positions or that clear and carry customer […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Broker-dealers, Capital requirements, Clearing houses, Collateral, Financial crisis, Financial institutions, Financial regulation, FINRA, Liquidity, Risk assessment, Risk management, SEC rulemaking, Stress tests
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Is Proxy Access Inevitable?
This post revises our August 3, 2015 post to include additional information relating to the prevalence of certain types of proxy access provisions. In particular, the charts included in Appendix A and Appendix B highlight, on a company-by-company basis, the following terms of proxy access provisions adopted so far this year.
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board communication, Boards of Directors, Charter & bylaws, Glass Lewis, Institutional Investors, Private ordering, Proxy access, Proxy advisors, Proxy season, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder elections, Shareholder proposals, Shareholder rights, Shareholder voting
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