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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
SEC Responds to FAQs on 2014 Money Market Reform Release
On April 22, 2015, the Securities and Exchange Commission (“SEC”) staff released guidance (available here), titled “2014 Money Market Fund Reform Frequently Asked Questions,” that discusses various interpretive issues arising from the SEC’s 2014 Money Market Fund Reform release (the “2014 Reform Release”). On April 23, 2015, the SEC staff released additional guidance (available here), […]
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Posted in Boards of Directors, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Fair values, Institutional Investors, Money market funds, SEC, SEC rulemaking, Securities regulation
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Latest CD&A Template Offers Best Practices, Is Win-Win for Issuers, Investors
To help companies produce a more clear and concise executive compensation report that attends to the needs of both companies and investors, CFA Institute has released an updated Compensation Discussion & Analysis (CD&A) Template. It is an update of the 2011 template of the same name and aims to help companies draft CD&As that serve […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications
Tagged CD&A, Compensation disclosure, Disclosure, Executive Compensation, Pay for performance, Proxy disclosure, Proxy materials
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Focusing on Dealer Conduct in the Derivatives Market
The financial crisis of 2008 demonstrated the devastating effects of a derivatives marketplace that, left unchecked, seriously damaged the world economy and caused significant losses to investors. As a result, Title VII of the Dodd-Frank Act tasked the SEC and the CFTC to establish a regulatory framework for the over-the-counter swaps market. In particular, the […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Cross-border transactions, Derivatives, Dodd-Frank Act, International governance, OTC derivatives, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities
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SEC Proposes “Pay Versus Performance” Rule
On April 29, 2015, a divided Securities and Exchange Commission proposed requiring U.S. public companies to disclose the relationship between executive compensation and the company’s financial performance. [1] The proposed “pay versus performance” rule, one of the last Dodd-Frank Act rulemaking responsibilities for the SEC, mandates that a company provide, in any proxy or information […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Disclosure, Dodd-Frank Act, Executive Compensation, Executive performance, Pay for performance, SEC, SEC rulemaking, Securities regulation
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Remarks at the 4th Annual Fixed Income Conference
This conference is one stop on a bit of a tour I have been on lately, speaking with academics around the country. In each of those conferences, meetings, and other events I have been encouraging increased dialogue between academic researchers and the SEC. Just last month, I spoke to a group of equity market microstructure […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Bonds, FINRA, Liquidity, Municipal securities, Risk, SEC, Securities regulation, Systemic risk
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2015 Spin-Off Guide
A spin-off involves the separation of a company’s businesses through the creation of one or more separate, publicly traded companies. Spin-offs have been popular because many investors, boards and managers believe that certain businesses may command higher valuations if owned and managed separately, rather than as part of the same enterprise. An added benefit is […]
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Posted in Practitioner Publications
Tagged Public firms, Spinoffs
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Why Run Away from the Evidence?
Back in September 2013, Lucian Bebchuk, Alon Brav and Wei Jiang posted Don’t Run Away from the Evidence: A Reply to Wachtell Lipton on this blog as a means to rebut the criticism they received on an early draft of their empirical study, The Long-Term Effects of Hedge Fund Activism. In a nutshell, their empirical […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Bebchuk-Brav-Jiang study, Boards of Directors, Corporate governance, Hedge funds, Lucian Bebchuk, Shareholder activism, Wachtell Lipton
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Proposed Rule on Pay Versus Performance
Executive compensation and its relationship to the performance of a company has been an important issue since the first proxy rules were promulgated by the Commission nearly 80 years ago. The first tabular disclosure of executive compensation appeared in 1943, and over the years, the Commission has continued to update and overhaul the presentation and […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Compensation disclosure, Disclosure, Dodd-Frank Act, Executive Compensation, Executive performance, Pay for performance, SEC rulemaking, Securities regulation
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The SEC as the Whistleblower’s Advocate
I am very honored to address the Garrett Institute, one of the most important programs in the country for corporate and securities lawyers, and to be in David’s home territory of Northwestern Law School where he served as Dean before going on to serve as a very distinguished Chairman of the SEC in the late […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Speeches & Testimony
Tagged Compliance & ethics, Corporate fraud, Dodd-Frank Act, Misconduct, SEC, SEC enforcement, Securities enforcement, Transparency, Whistleblowers
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