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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Omnicare in Action: City of Westland Decision
When the Supreme Court issued its decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), plaintiff and defense counsel had warring views on what its practical impact would be, particularly at the motion to dismiss stage of securities class actions brought under Section 10(b) of the Securities Exchange […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Compliance and disclosure interpretation, GAAP, Insurance regulation, Liability standards, Misreporting, PSLRA, Section 10(b), Section 11, Securities Act, Securities fraud, Securities litigation, Securities regulation, U.S. federal courts
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Exception to Attorney-Client Privilege in Shareholder Suits
The New York appellate court overseeing cases arising in Manhattan last week clarified and limited the circumstances in which corporations are obligated to produce confidential attorney-client communications to stockholder plaintiffs in the context of derivative litigation. Nama Holdings, LLC v. Greenberg Traurig LLP, No. 14738-14739N, 2015 WL 5839311 (N.Y. App. Div. 1st Dep’t. Oct. 8, […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications
Tagged Attorney-client privilege, Compliance and disclosure interpretation, Derivative suits, Disclosure, Discovery, Fiduciary duties, Fiduciary outs, Management, New York, Shareholder rights, Shareholder suits
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The New European Model Company Act
On September 10 and 11, 2015, at the annual conference of the European Company and Financial Law Review at WU University in Vienna, the “European Model Company Act” (“EMCA”) made its debut to an audience of corporate law professors, practitioners and judges, introduced to society by its drafters (your correspondent must disclose that, while not […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Securities Regulation
Tagged Boards of Directors, Conflicts of interest, Corporate forms, EU, Europe, Incorporations, International governance, Jurisdiction, Securities regulation, Shareholder rights
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