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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 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
Do Takeover Defenses Deter Takeovers?
The G-index and E-index are workhorses of empirical corporate finance research. Each counts the number of takeover defenses a firm has and is often used as a summary measure of the firm’s protection from unsolicited takeover bids. But do these indices actually measure takeover deterrence? This is an important question because a substantial number of […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Mergers & Acquisitions
Tagged Antitakeover, Governance indices, Hostile takeover, Mergers & acquisitions, Poison pills, Takeover defenses, Takeovers
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Federal Court Injunction Against SEC Prosecution
A federal judge in Manhattan recently granted a preliminary injunction against the Securities and Exchange Commission in the latest of a series of rulings raising issues with the SEC’s use of in-house proceedings before its administrative law judges (“ALJs”) rather than proceed with its charges in federal court. The SEC has prevailed more frequently in […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Dodd-Frank Act, Jurisdiction, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities litigation, U.S. federal courts
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Fiduciary Duty Proposal
With fewer than 18 months left in office, President Obama has asserted that the Department of Labor’s (“DOL”) proposed fiduciary standard for retirement account advisors is a major priority. The DOL completed public hearings last week on this proposal, and we believe that the rule will be finalized early next year with the proposal’s core framework […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Debt securities, Disclosure, ERISA, Fiduciary duties, Financial advisers, Financial institutions, Financial regulation, FINRA, Investor protection, Retirement plans, Securities regulation
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Dodd-Frank Turns Five, What’s Next?
The 2008 credit crisis was the beginning of an era of unprecedented government management of the capital markets. July 21, 2015 marked the fifth anniversary of the hallmark congressional response, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Dodd-Frank resulted in an extraordinary revamp of the regulatory regime that governs the U.S. financial […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, CFPB, Cross-border transactions, Derivatives, Dodd-Frank Act, EU, Europe, Financial crisis, Financial institutions, Financial reform, Financial regulation, International governance, Investor protection, OTC derivatives, Securities regulation, SIFIs, Swaps, Systemic risk
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FTC Charges Activist Hedge Fund
Yesterday [August 24, 2015], the Federal Trade Commission announced that Dan Loeb’s Third Point had settled a complaint charging violations of the notification and waiting period requirements of the Hart-Scott-Rodino Act in connection with purchases of Yahoo! stock in 2011. The HSR Act requires that acquirors notify the federal antitrust agencies of transactions that meet applicable thresholds and observe […]
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Posted in Accounting & Disclosure, Boards of Directors, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Disclosure, FTC, Hart-Scott-Rodino Act, Hedge funds, SEC, SEC enforcement, Shareholder activism, Third Point
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Unfinished Reform in the Global Financial System
This paper offers a perspective on the challenges that the global financial system will face in the course of the next decade. While there has been significant progress since the financial crisis of 2007-2009 and the slow and uneven pressure of recovery and reform, a great deal of important work lies ahead. Part I briefly […]
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Posted in Academic Research, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Compliance & ethics, Financial crisis, Financial institutions, Financial reform, Financial regulation, International governance, Risk, Securities regulation, Stress tests, Systemic risk
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Court Strikes NYC’s “Responsible Banking Act”
On August 7, 2015, in a 71-page opinion, Judge Katherine Polk Failla of the United States District Court for the Southern District of New York struck down New York City Local Law 38 of 2012, entitled the “Responsible Banking Act” (“RBA”), as preempted by federal and state banking law. The RBA—enacted by the City Council […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Corporate Social Responsibility, Court Cases, Financial Regulation, Practitioner Publications
Tagged Banks, Corporate Social Responsibility, Depository banking, Disclosure, Financial institutions, Financial regulation, Jurisdiction, New York, Public perception, State law, U.S. federal courts
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Understanding the US Listing Gap
The number of publicly-listed firms in the U.S. peaked in 1996 at 8,025. In that year, the U.S. had 30 listings per million inhabitants. By 2012, it had only 13, or 56% less. Importantly, the decrease in listings occurred in all industries and across both the NYSE and Nasdaq. In our new working paper, entitled […]
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Posted in Academic Research, Empirical Research, Financial Regulation, Mergers & Acquisitions
Tagged IPOs, JOBS Act, Mergers & acquisitions, NASDAQ, NYSE, Private firms, Public firms, Sarbanes–Oxley Act
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SEC and PCAOB on Audit Committees
Public company counsel and audit committee members should be aware of recent activity at the U.S. Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board (PCAOB) that could lead to additional regulation of audit committee disclosure and to federal normative expectations for how audit committees and their members behave.
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Audit committee, Compliance and disclosure interpretation, Disclosure, External auditors, Oversight, PCAOB, SEC, SEC rulemaking, Securities regulation, Transparency
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2016 ISS Policy Survey
In August 4, 2015, Institutional Shareholder Services (ISS) released its annual policy survey for the 2016 proxy voting season. The survey encompasses its global proxy voting policies across all potential topic areas. The responses elicited from the survey are used to assist ISS in developing changes to its proxy voting policy guidelines, and will be […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Compensation disclosure, Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, ISS, Proxy advisors, Proxy season, Proxy voting, Surveys
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