Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Three Practical Steps to Oversee Enterprise Risk Management

Oversight of enterprise risk management, or ERM, continues to challenge boards and occupy a prominent place on the governance agenda. Effective ERM seeks to balance risk and opportunity while enhancing value-creation opportunities. Proxy advisors may recommend “against” or “withhold” votes against directors of companies that experience a material failure of risk oversight. A leading ERM […]

Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications | Tagged , , , , | Comments Off on Three Practical Steps to Oversee Enterprise Risk Management

Trends in Board of Director Compensation

Over the past 15 years, the methods of compensating non-employee directors have changed in tandem with the risk and workload of being a director. The catalyst for change over this time period includes a variety of regulatory requirements, such as Sarbanes-Oxley and Dodd Frank, enhanced proxy disclosure rules and increases in shareholder activism. By way […]

Click here to read the complete post
Posted in Boards of Directors, Executive Compensation, Practitioner Publications | Tagged , , , , , | 1 Comment

Intermediation in Private Equity: The Role of Placement Agents

In light of recent “pay to play” scandals, placement agents have been portrayed in a negative light, using inappropriate influence to gain business from pension funds and other institutional investors. In our paper Intermediation in Private Equity: The Role of Placement Agents, which was recently made publicly available on SSRN, we examine the determinants of […]

Click here to read the complete post
Posted in Academic Research, Empirical Research, Institutional Investors, Private Equity | Tagged , , , , , , | Comments Off on Intermediation in Private Equity: The Role of Placement Agents

Resolution Preparedness: Do You Know Where Your QFCs Are?

In January, the US Secretary of Treasury issued a notice of proposed rulemaking (“NPR”) that would establish new recordkeeping requirements for Qualified Financial Contracts (“QFCs”). [1] US systemically important financial institutions (“SIFIs”) and certain of their affiliates [2] will be required under the NPR to maintain specific information electronically on end-of-day QFC positions, and to […]

Click here to read the complete post
Posted in Accounting & Disclosure, Bankruptcy & Financial Distress, Financial Regulation, Practitioner Publications | Tagged , , , , , , , , , , , | Comments Off on Resolution Preparedness: Do You Know Where Your QFCs Are?

Further Recognition of the Adverse Effects of Activist Hedge Funds

Despite the continued support of attacks by activist hedge funds by the Chair of the SEC, and many “Chicago school” academics who continue to rely on discredited statistics, there is growing recognition by institutional investors and prominent “new school” economists of the threat to corporations and their shareholders and to the economy of these attacks […]

Click here to read the complete post
Posted in Institutional Investors, Practitioner Publications | Tagged , , , | 2 Comments

Shareholder Activism: an Engagement Opportunity

The recent surge in shareholder activism [1] continues to keep boards on alert heading into the 2015 proxy season. Some companies are taking proactive measures to prepare for potential activist investor campaigns, including engaging long-term institutional investors. Based on what we’re hearing from long-term institutional investors, these efforts are worthwhile in that they foster constructive […]

Click here to read the complete post
Posted in Boards of Directors, Institutional Investors, Practitioner Publications | Tagged , , , , , , , | Comments Off on Shareholder Activism: an Engagement Opportunity

IRS Releases Final Regulations Under Section 162(m)

On March 31, 2015, the Internal Revenue Service published final regulations under Section 162(m) of the Internal Revenue Code. As it did when it proposed these regulations in 2011, the IRS has indicated that these regulations are not intended to reflect substantive changes to existing requirements of Section 162(m), but rather to clarify them. The […]

Click here to read the complete post
Posted in Executive Compensation, Practitioner Publications | Tagged , , , , , , , , | Comments Off on IRS Releases Final Regulations Under Section 162(m)

Volcker Underwriting: It’s Simple … No Need to Overanalyze

As banks face the July 21, 2015 deadline for proving their trading desk exemptions from the Volcker Rule, they have been focused on estimating the reasonably expected near term demand of customers (“RENTD”) under the market making exemption. [1] However, trading desks intending to take the underwriting exemption (“underwriting desks”) must also estimate RENTD, which […]

Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications | Tagged , , , , , , | Comments Off on Volcker Underwriting: It’s Simple … No Need to Overanalyze

2015 Proxy Season Insights: Board Composition

Heading into the 2015 proxy season, board composition and renewal are once again in the spotlight for a number of reasons. Investors increasingly seek confirmation that boards have the skill sets and expertise needed to provide strategic counsel and oversee key risks facing the company, including environmental and social risks. The continued lack of turnover […]

Click here to read the complete post
Posted in Boards of Directors, Institutional Investors, Practitioner Publications | Tagged , , , , , , | Comments Off on 2015 Proxy Season Insights: Board Composition

Deterring Frivolous Stockholder Suits Without Closing Doors to Legitimate Claims

The Delaware Supreme Court’s May 8, 2014 Opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (“ATP”) marked a sudden and potentially transformative moment in the relationship among corporate boards, their stockholders, and the Delaware legal system. The article, Deterring Frivolous Stockholder Suits Without Closing Doors to Legitimate Claims, asserts that the “nuclear option” of […]

Click here to read the complete post
Posted in Academic Research, Boards of Directors, Court Cases | Tagged , , , , , , , , | Comments Off on Deterring Frivolous Stockholder Suits Without Closing Doors to Legitimate Claims