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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
Price Impact in Securities Class Actions Post-Halliburton II
On July 25, 2015, the United States District Court for the Northern District of Texas issued the much-anticipated ruling on class certification in Erica P. John Fund, Inc. v. Halliburton Co. The economic analysis of price impact was front and center in the Court’s ruling. This ruling follows the Supreme Court’s decision on price impact that […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Information asymmetries, Market efficiency, Securities fraud, Stock mispricing, U.S. federal courts
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Role of the Board in M&A
What is the current trend in M&A? Right now, M&A deal value is at its highest since the global financial crisis began, according to Dealogic. In the first half of 2015, deal value rose to $2.28 trillion—approaching the record-setting first half of 2007, when $2.59 trillion changed hands just before the onset of the financial […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Board neutrality, Boards of Directors, Fiduciary duties, Management, Merger litigation, Mergers & acquisitions, Oversight
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England and Germany Limit Bank Resolution Obligations
In two recent decisions, European national courts have taken a narrow view of their obligations under the Bank Recovery and Resolution Directive (BRRD)—the new European framework for dealing with distressed banks. The message from both the English and the German courts was that resolution authorities must adhere strictly to the terms of the BRRD; otherwise, […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Court Cases, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bank debt, Banks, Debtor-creditor law, England, EU, Failed banks, Financial institutions, Financial regulation, Germany, Goldman Sachs, International governance, Jurisdiction, Liability standards, Recovery & resolution plans, Resolution authority, Toxic assets, UK
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New Rules for Mandatory Clearing in Europe
On August 6, 2015, the European Commission issued a Delegated Regulation (the “Delegated Regulation”) that requires all financial counterparties (“FCs”) and non-financial counterparties (“NFCs”) that exceed specified thresholds to clear certain interest rate swaps denominated in euro (“EUR”), pounds sterling (“GBP”), Japanese yen (“JPY”) or US dollars (“USD”) through central clearing counterparties (“CCPs”). Further, the […]
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Posted in Derivatives, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Clearing houses, Derivatives, ESMA, EU, Europe, European Commission, Financial regulation, International governance, OTC derivatives, Swaps, Swaps entities
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Proxy Access Bylaw Developments and Trends
The significant success of shareholder proxy access proposals this year is likely to result in even more shareholder proposals for proxy access in the 2016 proxy season. As of August 13, 2015, 82 shareholder proxy access proposals have come to a vote in 2015, and 48 have passed. In many cases, shareholder proposals were approved […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Council of Institutional Investors, Director nominations, Institutional Investors, ISS, Proxy access, Proxy advisors, Proxy season, Rule 14a-11, Shareholder activism, Shareholder proposals, Shareholder voting
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D.C. Circuit Court Upholds Conflict Minerals Decision
In the ongoing challenge to the SEC’s conflict minerals rule, the D.C. Circuit Court of Appeals, in a 2-1 decision, issued an opinion on August 18 upholding its April 2014 finding that a key aspect of the rule violates constitutional free-speech guarantees, a decision we discussed in this client newsflash. Last year, the SEC asked […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Corporate Social Responsibility, Disclosure, Dodd-Frank Act, Reporting regulation, SEC, SEC enforcement, Securities litigation, Securities regulation, U.S. federal courts
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Pro Forma Compensation
In recent years, companies have begun to voluntarily disclose supplemental calculations of executive compensation beyond those required by the Securities and Exchange Commission in the annual proxy. Our paper, Pro Forma Compensation: Useful Insight or Window-Dressing?, which was recently made publicly available on SSRN, examines the motivation to disclose adjusted compensation and the prevalence of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Executive Compensation
Tagged Compensation disclosure, Compensation regulation, Disclosure, Dodd-Frank Act, Equity-based compensation, Executive Compensation, Management, Pay for performance, Public perception, Stock performance, Voluntary Disclosure
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Forty-Four U.S. Senators Support the Rulemaking Petition for Transparency in Corporate Political Spending
We are pleased to report that this week a group of forty-four U.S. Senators sent a letter to SEC Chair Mary Jo White expressing support for the rulemaking petition on corporate political spending submitted by the committee of corporate and securities law experts that we co-chaired. We are delighted that forty-four Senators have added their voices to the unprecedented […]
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Posted in Academic Research, Accounting & Disclosure, Legislative & Regulatory Developments, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, Securities regulation, Shining Light on Corporate Political Spending, Transparency
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Enhancing the Commission’s Waiver Process
Requests for waivers from regulatory disqualifications remain a topic of considerable import—and lively debate—for the Commission. Such requests are typically made when certain individuals or entities become involved in Commission enforcement actions. One consequence of these enforcement actions can be that an entity or individual is automatically disqualified, as mandated by Congress, from conducting certain […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Compliance & ethics, Damage waivers, Disclosure, Investor protection, Misconduct, Public interest, Regulation D, SEC, SEC enforcement, Securities enforcement, Securities regulation, Transparency
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Why University Endowments are Large and Risky
Universities as perpetual ivory towers, though often meant as a pejorative, describes well universities’ special place in society as centers of learning with a mission distinct from that of businesses. Universities create new knowledge via research while preserving and spreading that knowledge through teaching. The social good aspect of universities makes donations critical to funding […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Endowments, Fund managers, Institutional Investors, Philanthropy, Prudence, Public interest, Risk, Risk-taking, Social capital
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