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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
Rolling Back the Repo Safe Harbors
Ed Morrison, Judge Christopher Sontchi and I recently posted to SSRN our article recommending a major narrowing of the repo safe harbors, after presenting it at the Federal Reserve’s recent conference on Wholesale Funding Markets in which the Boston Fed president warned of the dangers in the repo market. Overall, we conclude that the Bankruptcy […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, HLS Research
Tagged Bankruptcy, Bankruptcy Code, Financial crisis, Financial regulation, Repurchases, Safe harbor, Systemic risk
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Cyber Security and Cyber Governance: Federal Regulation and Oversight—Today and Tomorrow
In our June 4, 2014 article on cyber security and cyber governance [1] we noted that for many reasons, boards of directors and executives of U.S. companies needed to reexamine how they protect (and respond to the successful hacking of) their most critical intellectual property and customer information. One of the reasons was that all […]
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Posted in Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Risk, Risk management, Risk oversight, SEC, Securities regulation
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How Efficient is Sufficient? Securities Litigation Post-Halliburton
In its recent decision in Halliburton Co., et al. v Erica P. John Fund, Inc., the U.S. Supreme Court upheld the legal standard for reliance in Rule 10b-5 securities fraud class actions that it had established some 25 years ago in Basic, Inc. v. Levinson. This standard, known as the fraud-on-the market doctrine, created a […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Information asymmetries, Market efficiency, Securities litigation, Stock mispricing
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The Spotlight on Boards
The ever evolving challenges facing corporate boards prompts an updated snapshot of what is expected from the board of directors of a major public company—not just the legal rules, but also the aspirational “best practices” that have come to have almost as much influence on board and company behavior. Boards are expected to:
Click here to read the complete postEmployee Satisfaction, Labor Market Flexibility, and Stock Returns Around The World
In our paper, Employee Satisfaction, Labor Market Flexibility, and Stock Returns Around The World, which was recently made publicly available on SSRN at, we study the relationship between employee satisfaction and abnormal stock returns around the world, using lists of the “Best Companies to Work For” in 14 countries. Theory provides conflicting predictions as to […]
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Posted in Academic Research, Corporate Social Responsibility, International Corporate Governance & Regulation
Tagged Corporate culture, Corporate Social Responsibility, Employees, International governance, Labor markets, Stock performance
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Commissioner Gallagher Offers Advice to Public Companies on Handling Proxy Advisors
Commissioner Daniel M. Gallagher of the Securities and Exchange Commission (“SEC”) authored a working paper, published last month by the Washington Legal Foundation, regarding the outsized power and influence of proxy advisory firms. [1] In his paper, Commissioner Gallagher provides his view of the most important aspects of Staff Legal Bulletin No. 20 (“SLB 20”), […]
Click here to read the complete postBankruptcy Court Holds Secured Creditors Can Be “Crammed Down” With Below-Market Replacement Notes
On August 26, 2014, in the case In re MPM Silicones, LLC, Case No. 14-22503 (Bankr. S.D.N.Y.) (“Momentive”), the United States Bankruptcy Court for the Southern District of New York held that secured creditors could be “crammed down” in a chapter 11 plan with replacement notes bearing interest at substantially below market rates. Unless overturned […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Bankruptcy Code, Corporate debt, Cramdown plans, Debtor-creditor law, Reorganizations, Restructurings, Secured debt tranches, U.S. federal courts
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Outsized Power & Influence: The Role of Proxy Advisers
Shareholder voting has undergone a remarkable transformation over the past few decades. Institutional ownership of shares was once negligible; now, it predominates. This is important because individual investors are generally rationally apathetic when it comes to shareholder voting: value potentially gained through voting is outweighed by the burden of determining how to vote and actually […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Conflicts of interest, Fiduciary duties, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation
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The Million-Comment-Letter Petition: The Rulemaking Petition on Disclosure of Political Spending Attracts More than 1,000,000 SEC Comment Letters
In July 2011, we co-chaired a committee of ten corporate and securities law experts that petitioned the Securities and Exchange Commission to develop rules requiring public companies to disclose their political spending. We are delighted to announce that, as reflected in the SEC’s webpage for comments filed on our petition, the SEC has now received […]
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