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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
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- Elina Tetelbaum
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- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Financial Market Infrastructures
In the paper Financial Market Infrastructures, recently made publicly available on SSRN and forthcoming as a chapter of The Oxford Handbook on Financial Regulation, edited by Eilís Ferran, Niamh Moloney, and Jennifer Payne (Oxford University Press), we study the impact of the post-crisis reforms on financial market infrastructures in the securities and derivatives markets. The […]
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Posted in Academic Research, Derivatives, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Clearing houses, Derivatives, EU, Financial crisis, Financial reform, Financial regulation, FSB, International governance, OTC derivatives, Systemic risk
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US Basel III Supplementary Leverage Ratio
The U.S. banking agencies have finalized revisions to the denominator of the supplementary leverage ratio (SLR), which include a number of key changes and clarifications to their April 2014 proposal. The SLR represents the U.S. implementation of the Basel III leverage ratio. Under the U.S. banking agencies’ SLR framework, advanced approaches firms must maintain a […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Credit exposure, Derivatives, Financial institutions, Financial regulation, Leverage, Liquidity
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Questions and Answers on the Liquidity Coverage Ratio
On September 3, the Board of Governors of the Federal Reserve (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”) and the Office of the Comptroller of the Currency (the “OCC”) (collectively, the “Agencies”), released a final rule that applies a Liquidity Coverage Ratio (the “LCR”) to certain U.S. banking organizations (the “Final Rule”). […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, FDIC, Federal Reserve, Financial institutions, Financial regulation, Liquidity, OCC
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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 […]
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Posted in Court Cases, Practitioner Publications
Tagged Charter & bylaws, Delaware law, Forum selection, Shareholder suits, U.S. federal courts
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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 […]
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Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Board composition, Boards of Directors, Disclosure, Diversity, International governance, Norway
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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 […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, Inversions, Mergers & acquisitions, Tax avoidance, Taxation, Treasury Department
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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 […]
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Posted in Banking & Financial Institutions, Financial Regulation, Op-Eds & Opinions
Tagged Banks, Collusion, Compliance & ethics, Federal Reserve, Financial institutions, Financial regulation, Oversight
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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 […]
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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
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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, […]
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