-
Supported By:
Subscribe or Follow
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
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 […]
Click here to read the complete post
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
Comments Off on The Volcker Rule as Structural Law
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 […]
Click here to read the complete post
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
Comments Off on Opening Remarks at the 75th Anniversary of the Investment Company Act and Investment Advisers Act
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], […]
Click here to read the complete post
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
Comments Off on The Importance of Being Earnest About Liquidity Risk Management
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 […]
Click here to read the complete post
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
Comments Off on Banker Loyalty in Mergers and Acquisitions
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 […]
Click here to read the complete post
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
Comments Off on New Direction from Delaware on Merger Litigation Settlements
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 […]
Click here to read the complete post
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
Comments Off on The Board’s Prerogative and Mergers
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 […]
Click here to read the complete post
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
Comments Off on Can Institutional Investors Improve Corporate Governance?
Sustainability Practices 2015
More US companies are aligning sustainability disclosure with global standards through the Global Reporting Initiative (GRI) framework. Even though the overall environmental and social disclosure rate among global companies has remained essentially unchanged over the last year, reporting using the GRI framework continued its rise in the United States, and one out of three large […]
Click here to read the complete post
Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications
Tagged Anti-corruption, Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, Human rights, International governance, Sustainability, Transparency
Comments Off on Sustainability Practices 2015
Cybersecurity: Enter Insurance Regulators
Since issuing its Principles of Effective Cybersecurity last July, [1] the National Association of Insurance Commissioners (“NAIC”) has been making progress in the development of cybersecurity examination manuals. NAIC’s regulatory guidance is intended to help state insurance regulators identify cybersecurity risks and communicate a uniform set of control requirements to insurers, insurance producers, and related […]
Click here to read the complete post13(d) Reporting Inadequacies in an Era of Speed and Innovation
The Securities and Exchange Commission and other market regulators confront a challenging issue: How to effectively monitor and regulate activity in an environment that is both fast-moving and highly complex? The principles and architecture of the Securities Exchange Act of 1934 were created for a much simpler financial world—an analog world—and they struggle to describe […]
Click here to read the complete post
Posted in Accounting & Disclosure, Derivatives, Practitioner Publications, Securities Regulation
Tagged Blockholders, Compliance and disclosure interpretation, Derivatives, Disclosure, Information asymmetries, Information environment, Innovation, Investor protection, Reporting regulation, Schedule 13D, SEC, Section 13(d), Securities regulation, Transparency
Comments Off on 13(d) Reporting Inadequacies in an Era of Speed and Innovation