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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
Statement on Credit Risk Retention
Today [October 22, 2014], the Commission will consider the recommendation of the staff to adopt, jointly with five other federal agencies, final rules for the asset-backed securities market that will require securitizers to keep “skin in the game.” Specifically, we will consider rules to require certain securitizers to retain no less than five percent of […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset-backed securities, Credit risk, Dodd-Frank Act, Investor protection, Retention, SEC, SEC rulemaking, Securities regulation, Securitization, Skin in the game
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Proxy Access in the US
In this summary of CFA Institute findings, we take a brief look at the history of proxy access, discuss the pertinent academic studies, examine the benefits and limits of cost–benefit analysis, analyze the use of proxy access in non-US jurisdictions, and draw some conclusions. How We Got Here Proxy access refers to the ability of […]
Click here to read the complete postKey Privacy Issues in M&A Transactions
Many merger and acquisition (“M&A”) agreements lack specific representations and warranties regarding privacy issues. Often, this is because deal lawyers do not recognize potential privacy risks where the target company (the “Target”) lacks e-commerce websites or retail stores that collect consumer data. Nonetheless, significant privacy issues may exist even if the Target is a traditional […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Cybersecurity, Mergers & acquisitions, Privacy
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Delaware Reaffirms that Corporate Control Lies in the Boardroom
In an important ruling [October 14, 2014], the Delaware Court of Chancery dismissed a merger challenge on the pleadings and reaffirmed the primacy of director authority, the significance of the vote of disinterested stockholders, and the vibrancy of the business judgment rule. In re KKR Fin. Holdings LLC S’holder Litig., C.A. No. 9210-CB (Del. Ch. […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions
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Corporate Governance and the Creation of the SEC
Severe turmoil in financial markets—whether the Panic of 1826, the Wall Street Crash of 1929, or the Global Financial Crisis of 2008—often raises significant concerns about the effectiveness of pre-existing securities market regulation. In turn, such concerns tend to result in calls for more and stricter government regulation of corporations and financial markets. It is […]
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Posted in Academic Research, Boards of Directors, Securities Regulation
Tagged Board independence, Boards of Directors, Corporate governance, Firm valuation, General governance, SEC, Securities Act, Securities regulation
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Disclosure and Financial Market Regulation
In our recent paper, Disclosure and Financial Market Regulation, we provide a critical overview of the role of disclosure in financial market regulation. We begin by discussing the goals of disclosure regulation, which we identify in investor protection, agency cost reduction and price accuracy enhancement. Disclosure protects investors because (a) it gives them the information […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Agency costs, Disclosure, Investor protection, Securities regulation
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FINRA To Propose Market Structure Actions
On September 19, 2014, the Financial Industry Regulatory Authority (“FINRA”) announced that its Board of Governors (the “Board”) approved a series of regulatory initiatives primarily focused on equity and fixed income market structure issues. This is a direct response by FINRA to two important speeches this summer by SEC Chair Mary Jo White, in which […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Algorithmic trading, Capital markets, Equity capital, FINRA, Securities regulation
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APG Asset Management Issues Remuneration Guidelines
One of the world largest fiduciary asset managers, APG recently issued remuneration guidelines that will be applied to its portfolio of European listed companies. APG believes that the innovation in the new guidelines is twofold. First in that they are based on its practical experience of company engagements and therefore reflect an integrated investment and […]
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Posted in Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Compensation guidelines, Europe, Executive Compensation, Institutional Investors, International governance, Long-Term value, Netherlands, Pay for performance, Pension funds
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