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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Chamber of Commerce Airs Grievances Related To Internal Controls Inspections
In recent months, issues related to internal control systems and reporting have taken on an increased profile and significance. For example, as previously noted by the authors here and here, the SEC has sought to prioritize compliance with internal controls by initiating a growing number of investigations into companies based on allegations of inadequate internal controls. By way […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Audits, Compliance & ethics, Cost-benefit analysis, Disclosure, PCAOB, Risk, Risk management, SEC, Securities enforcement, SOX
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Shareholder Proposal Developments During the 2015 Proxy Season
This post provides an overview of shareholder proposals submitted to public companies for 2015 shareholder meetings, including statistics, notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests, and information about litigation regarding shareholder proposals. I. Shareholder Proposal Statistics and Voting Results A. Shareholder Proposals Submitted According […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement
Tagged No-action letters, Proxy access, Proxy materials, Proxy season, Proxy voting, Rule 14a-8, SEC, SEC enforcement, Securities enforcement, Shareholder proposals, Shareholder voting
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SEC Proposes Compensation Clawback Rules
On July 1, 2015, the Securities and Exchange Commission (SEC), by a 3-2 vote, proposed long-awaited rules [1] mandated by Section 954 of the Dodd-Frank Act that would direct the national securities exchanges and associations to establish listing standards that would require any company to adopt, disclose and comply with a compensation clawback policy as […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Clawbacks, Compensation disclosure, Equity-based compensation, Executive Compensation, Financial reporting, Restatements, SEC, SEC rulemaking
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Revisiting the Regulatory Framework of the US Treasury Market
Yesterday [July 13, 2015], staff members of the federal agencies that comprise the Interagency Working Group for Treasury Market Surveillance (“Working Group”) issued a joint report concerning the so-called “flash crash” that occurred in the U.S. Treasury market on October 15, 2014 (the “Report”). I commend the staff of all the agencies for their hard […]
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Posted in Banking & Financial Institutions, Financial Crisis, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Bonds, Financial crisis, High-frequency trading, Liquidity, Market efficiency, SEC, Securities regulation, Sovereign debt, Systemic risk, Treasury Department
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SEC Seeks Input on Enhanced Disclosures for Audit Committees
At an open meeting held on July 1, 2015, the Securities and Exchange Commission (“SEC”) issued a concept release addressing the prospect of enhanced disclosures for audit committees. The much-publicized concept release is available here and requests comment on a number of possible changes to existing SEC disclosure requirements about the work of audit committees, […]
Click here to read the complete postResponding to Institutional Investor Requests for Access to Independent Directors
Recent statements by BlackRock, State Street, Vanguard and other institutional investors clearly articulate their expectation that companies should provide access to independent directors and should adopt a structure for regular investor/director communications. In responding to these requests, there is a range of approaches that companies could adopt which, in each case, should be tailored to […]
Click here to read the complete postCustodial Bank’s Technical Failure Results in Dell Stockholders Losing Appraisal Rights
In In re Appraisal of Dell (July 13, 2015), Vice Chancellor Laster, stating that he was compelled by Delaware Supreme Court precedent, applied a “strict” interpretation of the “Continuous Holder Requirement” of the Delaware appraisal statute. The Vice Chancellor, granting summary judgment in favor of Dell, Inc., held that the funds seeking appraisal of almost […]
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Posted in Banking & Financial Institutions, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Arbitrage, Banks, Beneficial owners, Books and records, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions
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Four Takeaways from Proxy Season 2015
As the 2015 proxy season concludes, some key developments stand out. Most significantly, a widespread investor campaign for proxy access ignited the season, making proxy access the defining governance topic of 2015. The campaign for proxy access is closely tied to the increasing investor scrutiny of board composition and accountability, and yet—at the same time—the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, Engagement, Environmental disclosure, Hedge funds, Institutional Investors, Proxy access, Proxy season, Shareholder activism, Shareholder voting
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Money Market Mutual Funds: Stress Testing & New Regulatory Requirements
In July 2014, the Securities and Exchange Commission (SEC) adopted a package of reforms to the regulatory framework governing money market mutual funds. The SEC believes the new rules will enhance the safety and soundness of the money market fund industry during periods of market distress, when redemptions in some funds may increase substantially. [1] […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged FSOC, Liquidity, Money market funds, Mutual funds, SEC, SEC rulemaking, Securities regulation, Shocks, Stress tests
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The Next Frontier for Boards, Oversight of Risk Culture
Over the past 15 years expectations for board oversight have skyrocketed. In 2002 the Sarbanes-Oxley Act put the spotlight on board oversight of financial reporting. The 2008 global financial crisis focused regulatory attention on the need to improve board oversight of management’s risk appetite and tolerance. Most recently, in the wake of a number of […]
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Posted in Accounting & Disclosure, Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate culture, FSB, Internal auditors, Internal control, International governance, Risk, Risk management, Risk oversight, UK
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