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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
Will a New Paradigm for Corporate Governance Bring Peace?
The decades-long conflict that is currently raging over short-termism and activist hedge funds strikes me as analogous to the Thirty Years’ War of the 17th Century, albeit fought with statistics (“empirical evidence”), op-eds and journal articles rather than cannon, pike and sword. I decided, after some thirty-six years in the front line of the army […]
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Posted in Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Hedge funds, Institutional Investors, ISS, Long-Term value, Proxy advisors, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder rights, Shareholder value, Shareholder voting, Short-termism, Takeover defenses
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The Effect of Relative Performance Evaluation
In the paper, The Effect of Relative Performance Evaluation on Investment Efficiency and Firm Performance, which was recently made publicly available on SSRN, I examine the effect of explicit relative performance evaluation (RPE) on managers’ investment decisions and firm performance. Principal-agent theory suggests that firms can motivate managers to act in shareholders’ interest by linking […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Agency costs, Agency model, Behavioral finance, Disclosure, Executive Compensation, Firm performance, Incentives, Management, Pay for performance, Peer effects, Peer groups, Performance measures
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SEC Interpretation of “Whistleblower” Definition
On August 4, 2015, the Securities and Exchange Commission (“SEC”) issued an interpretive release to clarify its reading of the whistleblower rules it promulgated in 2011 under Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The release expressed the SEC’s view that the employment retaliation protection accorded by the […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compliance & ethics, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Exchange Act, Exchange Act s.21, Misconduct, SEC, SEC rulemaking, Securities regulation, SOX, Whistleblowers
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Asset Managers: AML ready?
On August 25th, the US Treasury Department’s Financial Crimes Enforcement Network (FinCEN) proposed anti-money laundering requirements for US investment advisers. The proposal requires advisers that are registered with the Securities and Exchange Commission (SEC) to establish anti-money laundering (AML) programs, to report suspicious activities related to money laundering and terrorist financing, and to comply with […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Banks, Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Due diligence, Financial advisers, Financial institutions, Investment advisers, Risk assessment, SEC, SEC enforcement, Securities enforcement, Treasury Department
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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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