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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
Regulation A+ Takes Effect
On June 19, 2015, the Securities and Exchange Commission’s (SEC) recently adopted rule amendments to Regulation A under the Securities Act of 1933 (the Securities Act)—colloquially known as “Regulation A+”—took effect. Regulation A is intended to ease the burden of Securities Act registration for small public offerings. These rule amendments, among other things, increase the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Capital formation, Crowdfunding, Disclosure, EDGAR, Filings, IPOs, Registration exemptions, Regulation A, Reporting regulation, SEC, SEC rulemaking, Securities Act, Securities regulation, Small firms, Solicitation
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Volcker Rule: Agencies Release New Guidance
[June 12, 2015], the staffs of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity Futures Trading Commission (collectively, the “Agencies”) provided two important additions to their existing list of Frequently […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, CFTC, FDIC, Federal Reserve, Financial institutions, Financial regulation, Hedge funds, OCC, Private equity, Private funds, Proprietary trading, SEC, Securities regulation, Volcker Rule
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Shareholder Activism and Executive Compensation
In today’s environment in which all public companies—no matter their size, industry, or performance—are potential targets of shareholder activists, companies should review their compensation programs with an eye toward making sure that the programs take into account the potential effects of the current wave of shareholder activism. In this regard, we have provided below some […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Change in control, Executive Compensation, Management, Pay for performance, Say on pay, Shareholder activism, Shareholder voting
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Governance Challenges Arising From “Corporate Cooperation” Concepts
The current Department of Justice emphasis on “corporate cooperation” in the context of government investigations creates the potential for significant tension to arise between governance and executive leadership, which potential should be recognized and addressed proactively by the board. The DOJ Criminal Division has, with notable frequency this spring, sought to increase public transparency as […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Accountability, Audit committee, Boards of Directors, Compliance & ethics, Corporate crime, DOJ, General counsel, Management, Misconduct, Risk management
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Quality Data and the Power of Prevention
As many of you know, I care passionately about the success of the Legal Entity Identifier (or LEI). With the financial crisis in the rear view mirror, it is sometimes easy to forget the forces that converged in 2007 and harmed both our financial markets and our economy. The events of 2008 are indelibly etched […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Financial crisis, Globalization, International governance, Reporting regulation, Risk management, SEC
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New DGCL Amendments Endorse Forum Selection Clauses and Prohibit Fee-Shifting
As expected, the Delaware State Legislature approved amendments to the Delaware General Corporation Law (DGCL) that will (i) authorize forum selection clauses in the charters or bylaws of Delaware corporations specifying Delaware as an exclusive forum for litigating internal corporate claims, (ii) prohibit clauses designating only courts outside of Delaware as the exclusive forum for […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Charter & bylaws, Delaware law, DGCL, Fee-Shifting, Forum selection, Merger litigation, Mergers & acquisitions, Shareholder suits
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Audit Committees: 2015 Mid-Year Issues Update
Board audit committee agendas continue to evolve as companies are faced with a rapidly-changing global business landscape, the proliferation of standards and regulations, increased stakeholder scrutiny, and a heightened enforcement environment. In this post, I summarize current issues of interest for audit committees. The Audit Committee And Oversight During her remarks at the Stanford Directors’ […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Accounting, Accounting standards, Audit committee, Boards of Directors, Cybersecurity, Disclosure, External auditors, Financial reporting, GAAP, IASB, IFRS, Internal auditors, Internal control, Oversight, PCAOB, Risk oversight, SEC, Shareholder activism, Whistleblowers
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NY Court: RMBS Statute of Limitations Runs from Time of Securitization
In an important decision for financial institutions and investors in residential mortgage-backed securities (RMBS), the New York Court of Appeals unanimously ruled yesterday (June 11, 2015) that claims for breach of representations and warranties made in an RMBS securitization accrue when the representations and warranties are made, which typically occurs when the securitization closes. ACE […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Asset-backed securities, Contracts, Mortgage lending, New York, Securities litigation, Securitization, State law, Statute of limitations
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Integration Clauses and Letters of Intent
Shareholders of an acquired company in a merger transaction sued the purchaser, arguing that certain provisions of a pre-merger letter of intent survived the merger. The Supreme Court of Delaware held that although the merger agreement provided for the survival of portions of the letter of intent, the integration clause of the merger agreement did […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Delaware cases, Delaware law, Earnouts, Letters of intent, Merger litigation, Mergers & acquisitions, Shareholder suits
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Does Pending Delaware Legislation Cover Fee Shifting in Securities Cases?
The Delaware Senate by a 16-5 vote has passed Bill 75 banning fee-shifting provisions in charters and bylaws in stock corporations for “internal corporate claims”. The bill also contains a prohibition of bylaws or charter provisions that designate a forum other than Delaware as the exclusive forum. That provision would prevent corporations from designating forums […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Attorneys' fees, Charter & bylaws, Delaware law, Delaware legislation, DGCL, Securities fraud, Shareholder suits
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