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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
Directors Should Communicate with Shareholders
To demonstrate their effectiveness, corporate boards should increase transparency, provide an annual report of boardroom activities and take charge of their relations with shareholders. With shareholders continuing to press for ever-deepening levels of engagement, companies must find a way to answer the most basic question of corporate governance: “How effective is the board of directors?” […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Accountability, Board communication, Board dynamics, Board monitoring, Boards of Directors, Director primacy, Engagement, Shareholder communications, Transparency
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New Evidence on Compensation Consultants and CEO Pay
In 2013, CEOs in S&P 500 firms were paid, on average, over 200 times the average worker’s salary in their firms. To avoid or minimize public outrage, managers have a substantial incentive to obscure and try to legitimize their excessive compensation. One way of doing so is to have “independent” compensation consultants recommend higher pay […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Compensation consultants, Compensation disclosure, Executive Compensation
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SEC Whistleblower Program Achieves Critical Mass
Two recent Dodd-Frank whistleblower awards suggest that the program is becoming the kind of “game changer” for law enforcement that many had predicted. The program, which took effect in August 2011, mandates the payment of bounties to persons who voluntarily provide information leading to a successful securities enforcement action in which more than $1 million […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Compliance officer, Corporate fraud, Dodd-Frank Act, Internal auditors, Misconduct, SEC, SEC enforcement, Whistleblowers
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How Do Bank Regulators Determine Capital Adequacy Requirements?
The incentive to take socially costly financial risks is inherent in banking: because of the interconnected nature of banking, one bank’s failure can increase the risk of failure of another bank even if they do not have a contractual relationship. If numerous banks collapse, the sudden withdrawal of credit from the economy hurts third parties […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Banks, Capital requirements, Cost-benefit analysis, Financial crisis, Financial institutions, Financial regulation, Systemic risk
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SEC Enforcement Actions Regarding Section 16 Reporting Obligations
Last month, the SEC announced that it brought enforcement actions primarily relating to Section 16(a) under the Securities Exchange Act against 34 defendants. The defendants were 13 individuals who were or had been officers or directors of public companies, five individual investors, ten investment funds/advisers and six public companies. This post briefly discusses several noteworthy […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Disclosure, Exchange Act s.16, Insider trading, Reporting regulation, Rule 16a-1, SEC enforcement, Securities enforcement
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Towards a “Rule of Law” Approach to Restructuring Sovereign Debt
In a landmark vote, the United Nations General Assembly overwhelmingly decided on September 9 to begin work on a multilateral legal framework—effectively a treaty or convention—for sovereign debt restructuring, in order to improve the global financial system. The resolution was introduced by Bolivia on behalf of the “Group of 77” developing nations and China. In […]
Click here to read the complete postOpening Remarks at Investor Advisory Committee
Good morning, and welcome to today’s [October 9, 2014] meeting of the Investor Advisory Committee. I want to touch briefly today on the Commission’s rulemaking agenda since you last met, mention a few other developments and give a brief update on the status of our consideration of your recommendations. Rulemaking Agenda The Commission has completed […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset-backed securities, Dodd-Frank Act, Investor protection, Proxy voting, SEC, SEC rulemaking, Securities regulation
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Corporate Governance Enforcement in the Middle East and North Africa
As an echo of the last financial crisis, the two themes that have arguably dominated the corporate governance debate globally are investor activism and corporate governance enforcement. Recent years have seen by all accounts the highest rates of institutional investor activism on a range of issues such as executive remuneration, non-financial disclosure and board composition, […]
Click here to read the complete postCross-Border Recognition of Resolution Actions
On September 29, 2014, the Financial Stability Board (the “FSB”) published a consultative document concerning cross-border recognition of resolution actions and the removal of impediments to the resolution of globally active, systemically important financial institutions (the “Consultative Document”). The Consultative Document encourages jurisdictions to include in their statutory frameworks seven elements that would enable prompt […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bailouts, Bankruptcy, Banks, Cross-border transactions, Failed banks, Financial institutions, Financial regulation, FSB, G-SIB, International governance, Moral hazard, Recovery & resolution plans, Resolution authority, SIFIs, Systemic risk, Too big to fail
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Short-Termism
Last Monday I ventured into the belly of the beast by presenting the attached decks (available here and here) in Professor Bebchuk’s class at Harvard Law School. The class and discussion focused on short-termism, using the Airgas case as a jumping off point (see first deck available here) to the broader governance issues canvassed by […]
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Posted in Practitioner Publications
Tagged Airgas v. Air Products & Chemicals, Lucian Bebchuk, Short-termism
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