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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
Clarity in Commission Orders
This statement is about the critical importance of clarity in Commission Orders for enforcement actions. One of the Commission’s most effective deterrents against future misconduct is what it says about the enforcement actions it takes. As a result, the Commission must use its position as a regulatory authority to carefully and effectively send clear messages […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Investment Advisers Act, Misconduct, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Transparency
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A Framework for Understanding Financial Institutions
Many financial intermediaries provide “credit-sensitive” financial services—the effective delivery of these services depends on the credit-worthiness of the provider. This potential sensitivity of the perceived value of the intermediary’s services to the intermediary’s credit risk has important ramifications. In the paper, Customers and Investors: A Framework for Understanding Financial Institutions, which was recently made publicly […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Consumer protection, Contracts, Debt contracts, Deposit insurance, Financial crisis, Financial institutions, Financial regulation, Intermediaries, Investor protection, Market efficiency, Risk, Risk oversight, Systemic risk, Too big to fail
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Proxy Access Proposals
This year was a break-through year for shareholder proposals seeking to implement proxy access, a mechanism allowing shareholders to nominate directors and have those nominees listed in the company’s proxy statement and on the company’s proxy card. It is estimated that over 100 proxy access proposals were submitted to public companies during the 2015 proxy […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Glass Lewis, ISS, James McRitchie, No-action letters, Proxy access, Proxy advisors, Proxy materials, Proxy season, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting
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Comparative Corporate Law Casebook
Comparative Corporate Law is at the center of the scholarly debate, has a growing practical importance, and has become a staple course offered by most law schools and universities around the world, often in English independently of their location. The theoretical and practical reasons for this development are too obvious and well-known to be listed […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Brazil, China, Corporate governance, EU, Europe, France, Germany, India, International governance, Italy, Japan, Legal systems, UK
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Fed’s Final G-SIB Surcharge Rule
On July 20th, the Federal Reserve Board (FRB) finalized its capital surcharge rule for the eight US global systemically important banks (G-SIBs). [1] The rule (which was proposed last December), implements the Basel Committee on Banking Supervision’s (BCBS) related standard in the US, but adds a second US-specific methodology that incorporates a charge against a G-SIB’s […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Federal Reserve, Financial institutions, Financial regulation, G-SIB, International governance, Stress tests, Surcharges, Systemic risk
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Proposed Regulations May Affect Fee Waivers
The Department of the Treasury and the IRS have issued proposed regulations regarding “disguised payments for services” under Section 707(a)(2)(A) of the Internal Revenue Code. The proposed regulations appear to be primarily focused on management fee waivers (and similar arrangements), but could also affect certain aspects of the tax treatment of carried interest. Management fee […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Private Equity
Tagged Fund managers, Incentives, Interest, Internal Revenue Code, IRS, Partnerships, Private equity, Risk, Taxation, Treasury Department
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Court Rules on Halliburton II
On July 27, 2015, the U.S. District Court for the Northern District of Texas issued its anticipated decision on remand from Halliburton, Co. v. Erica P. John Fund, Inc., 134 S. Ct. 2398 (2014) (“Halliburton II“), where the United States Supreme Court held that a defendant in a securities fraud class action could introduce evidence of […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Reliance, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
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SEC Adopts Pay Ratio Disclosure Rules
The SEC yesterday [August 5, 2015] voted 3-2 to adopt the long-awaited final pay ratio disclosure rules under the Dodd-Frank Act. The rules add new Item 402(u) of Regulation S-K, which will require SEC reporting companies to disclose annually (1) the median of the annual total compensation of all of their employees, excluding the CEO, (2) the annual […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Management, Regulation S-K, SEC, SEC rulemaking, Securities regulation
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SEC Chair’s Statement on Pay Ratio
To say that the views on the pay ratio disclosure requirement are divided is an obvious understatement. Since it was mandated by Congress, the pay ratio rule has been controversial, spurring a contentious and, at times, heated dialogue. The Commission has received more than 287,400 comment letters, including over 1,500 unique letters, with some asserting […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountability, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Dodd-Frank s.953, Executive Compensation, Management, Pay for performance, Say on pay, SEC, SEC rulemaking, Securities regulation
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The CEO Pay Ratio Rule
Today [August 5, 2015], the Commission takes another step to fulfill its Congressional mandate to provide better disclosure for investors regarding executive compensation at public companies. As required by Section 953(b) of the Dodd-Frank Act, today’s rules would require a public company to disclose the ratio of the total compensation of its chief executive officer […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountability, Compensation disclosure, Compensation ratios, Dodd-Frank Act, Dodd-Frank s.953, Executive Compensation, Management, Pay for performance, Say on pay, SEC, SEC rulemaking, Securities regulation
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