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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
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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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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