-
Supported By:
Subscribe or Follow
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
Ohio Federal Court Enforces Exclusive Forum Bylaw
In a recent decision, the U.S. District Court for the Southern District of Ohio invoked federal procedural law to enforce a board-adopted forum selection bylaw. North v. McNamara, No. 1:13-cv-833 (S.D. Ohio Sept. 19, 2014). In so ruling, the court recognized that such bylaws can promote “cost and efficiency benefits that inure to the corporation […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications
Tagged Charter & bylaws, Delaware law, Forum selection, Shareholder suits, U.S. federal courts
Comments Off on Ohio Federal Court Enforces Exclusive Forum Bylaw
Challenging Boardroom Homogeneity: Corporate Law, Governance, and Diversity
The lack of gender parity in the governance of business corporations has ignited a heated global debate, leading policymakers to wrestle with difficult questions that lie at the intersection of market activity and social identity politics. In my new book, Challenging Boardroom Homogeneity: Corporate Law, Governance, and Diversity (Cambridge University Press, forthcoming in 2015), I […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Boards of Directors, Disclosure, Diversity, International governance, Norway
Comments Off on Challenging Boardroom Homogeneity: Corporate Law, Governance, and Diversity
Treasury Department Seeks to Curb Inversion Transactions
Yesterday [September 22, 2014], the Treasury Department and the IRS announced their intention to issue regulations (the “Regulations”) to limit the economic benefits of so-called “inversion” transactions in the absence of Congressional action. The Regulations, once issued, will generally apply to transactions completed on or after September 22, 2014. (Notice 2014-52, Rules Regarding Inversions and […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, Inversions, Mergers & acquisitions, Tax avoidance, Taxation, Treasury Department
Comments Off on Treasury Department Seeks to Curb Inversion Transactions
The New York Fed: A “Captured” Regulator
The world of American finance has been invested by a new scandal. At its core, there is New York’s Federal Reserve; in other words, the institution that supervises America’s main banks. The scandal exploded because of the revelations emerged in a legal lawsuit about a layoff. Carmen Segarra, a supervision lawyer, sued after being fired […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Op-Eds & Opinions
Tagged Banks, Collusion, Compliance & ethics, Federal Reserve, Financial institutions, Financial regulation, Oversight
Comments Off on The New York Fed: A “Captured” Regulator
Delaware Court Declines to Dismiss Claims Against Disinterested Directors
In an opinion [1] issued on September 9, 2014, the Delaware Court of Chancery (VC Glasscock) held that in a controlling stockholder freeze-out merger subject to entire fairness review at the outset, disinterested directors entitled under a company’s charter to exculpation for duty of care violations cannot prevail in a motion to dismiss even though […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Duty of care, Fairness review, Fiduciary duties, Freezeouts, Merger litigation, Special committees
Comments Off on Delaware Court Declines to Dismiss Claims Against Disinterested Directors
Executive Gatekeepers: Useful and Divertible Governance?
In our paper, Executive Gatekeepers: Useful and Divertible Governance?, which was recently made publicly available on SSRN, we study the role of executive gatekeepers in preventing governance failures, and the counter-incentive effects created by equity compensation. Specifically, we examine the following two questions. First, do executive gatekeepers actually improve governance in the average firm? Second, […]
Click here to read the complete postImportant Proxy Advisor Developments
As 2014 winds down and 2015 approaches, proxy advisory firms—and the investment managers who hire them—are finding themselves under increased scrutiny. Staff guidance issued by the Securities and Exchange Commission at the end of June and a working paper published in August by SEC Commissioner Daniel M. Gallagher both indicate that oversight of proxy advisory […]
Click here to read the complete postMandatory Disclosure Quality, Inside Ownership, and Cost of Capital
Whether mandatory disclosure regulation and insider ownership affect a firm’s cost of capital is an important question in financial economics. In our paper, Mandatory Disclosure Quality, Inside Ownership, and Cost of Capital, which was recently made publicly available on SSRN, we examine this question on a large global sample of more than 10,000 firms across 35 […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Accounting, Cost of capital, Disclosure, Executive ownership, Firm valuation, International governance, Legal systems
Comments Off on Mandatory Disclosure Quality, Inside Ownership, and Cost of Capital
Regulators Re-Propose Uncleared Swap Margin, Capital and Segregation Rules
On September 3, 2014, U.S. banking regulators re-proposed margin, capital and segregation requirements applicable to swap entities [1] for uncleared swaps. [2] The new proposed rules modify significantly the regulators’ original 2011 proposal in light of the Basel Committee on Banking Supervision’s and the International Organization of Securities Commissions’ (“BCBS/IOSCO”) issuance of their 2013 final […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Derivatives, FDIC, Federal Reserve, Financial institutions, Financial regulation, Margin requirements, OCC, Securities regulation, Swaps, Swaps entities
Comments Off on Regulators Re-Propose Uncleared Swap Margin, Capital and Segregation Rules