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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
Title VII and Security-Based Swaps
In the first half of 2015, the Securities and Exchange Commission (the “SEC”) finalized or proposed a number of rules relating to security-based swaps (“SBSs”). These include final and proposed rules on the reporting and public dissemination of security-based swaps, proposed rules on security-based swap transactions arranged, negotiated or executed by U.S.-based personnel of a […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Clearing houses, Compliance & ethics, Cross-border transactions, Disclosure, Dodd-Frank Act, Exchange Act, Financial institutions, Financial regulation, Regulation SBSR, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities
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Federal Court Dismisses Madoff Investors’ Claim
In a significant decision addressing claims arising out of Bernard Madoff’s Ponzi scheme, the U.S. District Court for the Middle District of Florida has dismissed federal securities and other claims asserted by Madoff investors. Dusek v. JPMorgan Chase & Co., No. 2:14-cv-184 (M.D. Fla. Sept. 17, 2015). The decision applies and enforces key principles of […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Banks, Bernard Madoff, Financial institutions, JPMorgan, Secondary liability, Securities enforcement, Securities fraud, U.S. federal courts
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Remuneration in the Financial Services Industry 2015
The past year has seen the issue of financial sector pay continue to generate headlines. With the EU having put in place a complex web of overlapping law, regulation and guidance during 2013 and 2014, national regulators are faced with the task of interpreting these requirements and imposing them on a sometimes skeptical (if not […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Executive Compensation, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged AIFMD, Banks, Capital requirements, Clawbacks, Compensation disclosure, Compensation regulation, CRD IV, ESMA, EU, Europe, European Commission, Executive Compensation, Financial regulation, Fund managers, International governance, MiFID, UCITS, UK
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Treasury Seeks to Curb “Cash-Rich” and
REIT Spin-Offs
The Treasury Department and the Internal Revenue Service have announced (in Notice 2015-59) that they are studying issues related to the qualification of certain corporate distributions as tax-free under Section 355 of the Internal Revenue Code in situations involving substantial investment assets, reliance on relatively small active businesses, and REIT conversions. The IRS concurrently issued […]
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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Internal Revenue Code, IRS, Public firms, REITs, Securities regulation, Spinoffs, Tax avoidance, Taxation, Treasury Department
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REIT Spin-Offs
REIT Spin-Offs
Development of Corporate Governance in Toulouse from 1372 to 1946
In our recent paper, The Development of Corporate Governance in Toulouse 1372-1946, we study the birth and evolution of the oldest shareholding companies in the world: the grain-milling companies of Toulouse. Shareholding companies that began in the 11th century formally incorporated themselves into two large-scale, widely held firms: the Bazacle Company (1372) and the Castel […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Contracts, Corporate forms, Europe, France, Innovation, Ownership, Ownership structure, Property rights, Shareholder rights
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Circuit Split on Dodd-Frank Act Whistleblower Provision
On Thursday, September 10, 2015, the United States Court of Appeals for the Second Circuit issued its highly anticipated decision in Berman v. Neo@Ogilvy LLC. The plaintiff-appellant, Daniel Berman, had been the finance director of Neo@Ogilvy. Mr. Berman’s lawsuit alleged that Neo@Ogilvy had unlawfully terminated him because he had reported internally, to senior company officers, […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Disclosure, Dodd-Frank Act, Exchange Act, Exchange Act s.21, GAAP, Misconduct, SEC, SEC enforcement, Securities litigation, Securities regulation, U.S. federal courts, Whistleblowers
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The Disappearance of Public Firms
In our paper, The Disappearance of Public Firms and the Changing Nature of U.S. Industries, which was recently made publicly available on SSRN, we show that contrary to popular beliefs, U.S. industries have become more concentrated since the beginning of the 21st century due to a systematic decline in the number of publicly-traded firms. This decline […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Firm performance, IPOs, Market reaction, Mergers & acquisitions, Private firms, Profitability, Public firms
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CEO and Executive Compensation Practices: 2015 Edition
The Conference Board, in collaboration with Arthur J. Gallagher & Co., recently released the Key Findings from CEO and Executive Compensation Practices: 2015 Edition, which documents trends and developments on senior management compensation at companies issuing equity securities registered with the U.S. Securities and Exchange Commission (SEC) and, as of May 2015, included in the […]
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Posted in Accounting & Disclosure, Empirical Research, Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Equity-based compensation, Executive Compensation, Executive performance, Firm performance, Incentives, Pay for performance, Performance measures, Proxy advisors, Say on pay, Shareholder value
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Regulating Trading Practices
High-frequency trading, dark pools, front-running, phantom orders, short selling—the way securities are traded ranks high among today’s regulatory challenges. Thanks to a steady stream of news reports, investor complaints, and public investigations, it has become commonplace to call for the government to intervene and impose order. The regulation of trading practices, one of the oldest […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Algorithmic trading, Dark pools, Exchange-traded funds, Financial regulation, Germany, High-frequency trading, Information asymmetries, Information environment, Insider trading, Market efficiency, Securities regulation, Short sales, Transparency
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DOJ Adopts New Requirements for Corporations Seeking Credit for Cooperation
In an important development for corporations responding to federal investigations, the Department of Justice announced on September 10, 2015 revisions to its Principles of Federal Prosecution of Business Organization (“Principles”). The new policies, set out in a memorandum authored by Deputy Attorney General Sally Yates and sent to federal prosecutors across the nation, instruct prosecutors […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Compliance & ethics, Corporate crime, Deferred prosecution agreements, Discovery, DOJ, Misconduct, Non-prosecution agreement, SEC enforcement, Securities enforcement
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