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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
Remarks on Small and Emerging Companies
As you know, the term of this Committee expires September 24, 2015. The advice and expertise the Committee has provided to the Commission on a variety of issues over the last four years has been incredibly helpful to us. And, as today’s [September 23, 2015] agenda reflects, you are continuing those contributions. Your contributions have […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Crowdfunding, Disclosure, IPOs, JOBS Act, Safe harbor, SEC, SEC rulemaking, Securities Act, Securities regulation, Small firms, Solicitation
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NYSE Expands Rules on Material News and Trading Halts
Recently, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed a proposed rule change with the Securities and Exchange Commission to amend the NYSE Listed Company Manual (the “Manual”), effective September 28, 2015. [1] The proposed amendments (i) expand the pre-market hours during which companies with listed securities are required to notify the Exchange […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, Information environment, Investor protection, Market reaction, Materiality, NYSE, Public firms, SEC, Securities regulation
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Announcement of New Rulemaking Database
Strong regulations are central to the Commission’s mission. For more than 80 years, we have used rulemaking to establish a comprehensive framework for our securities markets that protects investors, enhances market integrity, and promotes capital formation. The rulemaking process is the means through which the Commission responds to the ever-changing securities markets, targets and attacks […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Financial regulation, Investor protection, Public interest, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Transparency
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The Volcker Rule as Structural Law
In response to the 2008 financial crisis the US Congress introduced the “Volker Rule”—a novel law generally barring banking organizations from proprietary trading and investing in hedge and private equity funds. Before implementing the Volcker Rule, US governmental agencies are required by administrative law to follow specified notice-and-comment procedures, and courts have a role in […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Empirical Research, Financial Crisis, Financial Regulation, HLS Research, Securities Regulation
Tagged Bank Holding Company Act, Banks, Cost-benefit analysis, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Glass-Steagall, Proprietary trading, Securities regulation, Systemic risk, Volcker Rule
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Opening Remarks at the 75th Anniversary of the Investment Company Act and Investment Advisers Act
Good morning. Thank you for coming today [September 29, 2015], and welcome to the SEC, both those here in person and through our webcast. Before I say anything else, I would like to acknowledge staff from the Division of Investment Management for their hard work in putting this anniversary program together. In particular, kudos go […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, Broker-dealers, Disclosure, Fiduciary duties, Investment advisers, Investment Advisers Act, Investment Company Act, Investor protection, Risk, SEC, Securities regulation
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The Importance of Being Earnest About Liquidity Risk Management
The fund industry has witnessed substantial changes in recent years, including the rise of novel investment strategies, a growing use of derivatives, and an increased focus on assets that, traditionally, have been less liquid. Unfortunately, it appears that not all funds’ liquidity risk management practices have kept pace with these developments. Today [September 22, 2015], […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Bonds, Disclosure, Exchange-traded funds, Investor protection, Liquidity, Mutual funds, Risk, Risk management, Risk oversight, SEC, SEC rulemaking, Securities regulation
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Banker Loyalty in Mergers and Acquisitions
As recent decisions of the Delaware Court of Chancery illustrate, investment banks can face conflicts of interest in their role as advisors on merger and acquisition (“M&A”) transactions. In a trilogy of recent decisions—Del Monte, [1] El Paso [2] and Rural Metro [3]—the court signaled its concern, making clear that potentially disloyal investment banking conduct may […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Court Cases, Empirical Research, Mergers & Acquisitions
Tagged Agency costs, Banks, Boards of Directors, Conflicts of interest, Delaware articles, Delaware cases, Delaware law, Director liability, Duty of loyalty, Fiduciary duties, Financial advisers, Financial institutions, In re Del Monte Foods, In re Revlon, Investment banking, Liability standards, Merger litigation, Mergers & acquisitions
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New Direction from Delaware on Merger Litigation Settlements
In a series of rulings culminating in a recent memorandum opinion, the Delaware Court of Chancery has reset the rules for settling merger-related litigation. In re Riverbed Tech. Inc. S’holders Litig., C.A. No. 10484-VCG (Del. Ch. Sept. 17, 2015). Nearly every public company merger now draws class action litigation, and the great majority of these […]
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Posted in Accounting & Disclosure, Court Cases, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Agency costs, Class actions, Compliance and disclosure interpretation, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Merger litigation, Mergers & acquisitions, Settlements, Shareholder rights, Shareholder suits
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The Board’s Prerogative and Mergers
Under Delaware law, the board of directors of each company executing a merger agreement is required to adopt a resolution approving the merger agreement and declaring its advisability, [1] although Delaware law also provides that a company may “agree to submit a matter to a vote of its stockholders whether or not the board of […]
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Posted in Accounting & Disclosure, Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Compliance and disclosure interpretation, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Fiduciary outs, Mergers & acquisitions, Public firms, Securities Act, Tender offer
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Can Institutional Investors Improve Corporate Governance?
In our paper, Can Institutional Investors Improve Corporate Governance Through Collective Action?, which was recently made publicly available on SSRN, we examine whether a collective action organization of institutional investors can significantly influence firms’ governance choices. Growth in institutional investor ownership over the last few decades puts these investors in the position to have significant […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation
Tagged Board independence, Canada, Compensation disclosure, Engagement, Executive Compensation, Institutional Investors, Institutional voting, International governance, Majority voting, Pay for performance, Proxy advisors, Say on pay, Shareholder activism
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