-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
New Investor Guide on Engaging on ESG Issues
On May 28, 2015, BlackRock and Ceres released a guide for investors on engaging with public companies, asset managers and policymakers on environmental, social and governance (“ESG”) sustainability matters. The guide, titled “21st Century Engagement: Investor Strategies for Incorporating ESG Considerations into Corporate Interactions,” includes sections written by BlackRock and Ceres as well as AFL-CIO, […]
Click here to read the complete post
Posted in Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged BlackRock, Corporate Social Responsibility, Engagement, Environmental disclosure, Institutional Investors, Shareholder proposals, Sustainability
Comments Off on New Investor Guide on Engaging on ESG Issues
Resolution: Deposit Insurance—Burden Shifts to Bank
On April 21st, the FDIC proposed new requirements for its largest supervised banks (37 institutions) to improve the record keeping of their deposit accounts. Issued via an Advanced Notice of Proposed Rulemaking (“ANPR”), the proposal shifts the obligation of calculating FDIC deposit insurance payouts from the FDIC to the banks. The agency has for some […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Books and records, Deposit insurance, Failed banks, FDIC, Financial regulation, Recovery & resolution plans, Systemic risk, Too big to fail
Comments Off on Resolution: Deposit Insurance—Burden Shifts to Bank
Failing to Advance Diversity and Inclusion
Today [June 9, 2015], the Securities and Exchange Commission failed to take meaningful steps to advance diversity and inclusion in the financial services industry, as required by Section 342 of the Dodd-Frank Act. Accordingly, I have no choice but to dissent from the Final Interagency Policy Statement Establishing Joint Standards for Assessing the Diversity Policies […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Board composition, Boards of Directors, Diversity, Dodd-Frank Act, Management, SEC, SEC rulemaking, Securities regulation
Comments Off on Failing to Advance Diversity and Inclusion
Brain Drain or Brain Gain? Evidence from Corporate Boards
Development economists have long warned about the costs for developing countries of the emigration of the best and brightest that decamp to universities and businesses in the developed world (Bhagwati, 1976). While this brain drain has attracted a considerable amount of economic research, more recently, arguments have been raised that the emigration of the brightest […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Boards of Directors, China, Emerging markets, Firm performance, Firm valuation, International governance, Social capital
Comments Off on Brain Drain or Brain Gain? Evidence from Corporate Boards
“Dead Hand Proxy Puts”—What You Need to Know
There has been much recent concern and confusion over the inclusion of “dead hand proxy puts” (and even proxy puts without a “dead hand” feature) in debt agreements. Dead hand proxy puts (sometimes called “poison puts” or “board change of control provisions”) provide a type of change of control protection that banks, as well as […]
Click here to read the complete post
Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Boards of Directors, Change in control, Debt contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Proxy contests
Comments Off on “Dead Hand Proxy Puts”—What You Need to Know
CFO Narcissism and Financial Reporting Quality
In Kurt Eichenwald’s Conspiracy of Fools, the author details the collapse of the Enron empire and places the majority of the blame on their CFO, Andrew Fastow. Fastow is credited with being responsible for engineering the special purpose entities, which hid the majority of Enron’s debt from their balance sheets. The excess leverage created risks […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure
Tagged Accounting, Behavioral finance, CFOs, Financial reporting, Management, Managerial style
Comments Off on CFO Narcissism and Financial Reporting Quality
Fed Proposes Amended Bank Liquidity Rules
On Thursday, May 21, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued a notice of proposed rulemaking (the “Proposal”) that would amend the final rule implementing a liquidity coverage ratio (“LCR”) requirement (the “Final LCR Rule”), [1] jointly adopted last September by the Federal Reserve, the Office of the Comptroller […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Bonds, FDIC, Federal Reserve, Financial regulation, Liquidity, Municipal securities, OCC
Comments Off on Fed Proposes Amended Bank Liquidity Rules
Foreign Institutional Ownership and the Global Convergence of Financial Reporting
In our recent paper, Foreign Institutional Ownership and the Global Convergence of Financial Reporting Practices, forthcoming in the Journal of Accounting Research, we examine the role of foreign institutional investors in the global convergence of financial reporting practices. Regulators frequently espouse comparability as a desirable characteristic of financial reporting to facilitate investment decision-making and allocation of capital. Over the past 15 years, significant regulatory effort has […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation
Tagged Accounting, Accounting standards, Audits, External auditors, Financial reporting, Foreign firms, Institutional Investors, International governance
Comments Off on Foreign Institutional Ownership and the Global Convergence of Financial Reporting
The SEC’s Current Views on Private Equity
As a follow-up to last year’s “Spreading Sunshine in Private Equity” speech, in which then-OCIE Director Andrew Bowden stated that the SEC had found that more than half of the funds examined by OCIE had allocated expenses and collected fees inappropriately and identified “lack of transparency” as a pervasive issue in the private equity industry, […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Private equity, Private funds, SEC, SEC enforcement, Securities enforcement, Securities regulation, Transparency
Comments Off on The SEC’s Current Views on Private Equity