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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
A Registration Framework for the Derivatives Market
The financial crisis of 2008, and the ensuing turmoil, shook the global economy to its core and exposed the weaknesses of our regulatory regime. Years of lax attitudes, deregulation, and complacency allowed an unregulated derivatives marketplace to cause serious damage to the U.S. economy, resulting in significant losses to investors. As a result, Title VII […]
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Posted in Derivatives, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, CFTC, Compliance & ethics, Cross-border transactions, Derivative disclosure, Derivatives, Dodd-Frank Act, Exchange Act, OTC derivatives, SEC, Securities regulation, Swaps, Swaps entities
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The Iliad and the IPO
Many public companies have shed takeover defenses in recent years, on the theory that such defenses reduce share price. Yet new data presented in my latest article, Corporate Legacy, shows that practically all new public companies—those launching their initial public offering (IPO)—go public with powerful takeover defenses in place, which presumably depresses the price of […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Mergers & Acquisitions
Tagged Boards of Directors, Corporate culture, IPOs, Mergers & acquisitions, Public firms, Public perception, Social capital, Staggered boards, Takeover defenses, Takeovers
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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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