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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Battle Against Multiforum Stockholder Litigation
Just over a year ago, the Delaware Court of Chancery upheld the facial validity of exclusive forum bylaws adopted by corporate boards as a means of rationalizing stockholder litigation. In the time since Chancery’s landmark Chevron opinion, numerous corporations have adopted exclusive forum bylaws, and courts in New York, Texas, Illinois, Louisiana, and California have […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Forum selection, Merger litigation, Shareholder suits
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Understanding and Implementing the NIST Cybersecurity Framework
Why the Cybersecurity Framework was created and why it is so important Despite the fact that companies are continuing to increase spending on cybersecurity initiatives, data breaches continue to occur. According to The Wall Street Journal, “Global cybersecurity spending by critical infrastructure industries was expected to hit $46 billion in 2013, up 10% from a […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Duty of care, Risk assessment, Risk management, Risk oversight
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New ISDA 2014 Credit Derivatives Definitions
September 22, 2014 (the “Implementation Date”) will mark a new chapter in the credit derivatives market with the implementation of the new 2014 ISDA Credit Derivatives Definitions (the “New Definitions”). The New Definitions constitute a major reform of the terms governing credit derivatives products and address numerous issues identified this past decade with regard to […]
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Posted in Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Credit default swaps, Derivatives, Financial regulation, International governance, ISDA, Restructurings, Securities regulation, Swaps
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End-User Exception from Dodd-Frank Clearing Mandate and Trade Execution Requirement
For most commercial end-users of swaps, the mandatory clearing requirement under Dodd-Frank first became applicable on September 9, 2013. Since then, many commercial end-users have relied on the so called “end-user exception” from the clearing mandate to continue executing uncleared swaps with their dealer counterparties. The end-user exception is subject to several conditions, which for […]
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Posted in Derivatives, Practitioner Publications, Securities Regulation
Tagged CFTC, Clearing houses, Derivatives, Dodd-Frank Act, Hedging, Securities regulation, Swaps, Swaps entities
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The Siren Song of Unlimited Contractual Freedom
Leo Strine, Chief Justice of the Delaware Supreme Court Review and a Senior Fellow of the Harvard Law School Program on Corporate Governance, and J. Travis Laster, Vice Chancellor, Delaware Court of Chancery, recently issued an essay that is forthcoming in Elgar Handbook on Alternative Entities (Eds. Mark Lowenstein and Robert Hillman, Edward Elgar Publishing […]
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Posted in Academic Research, HLS Research, Practitioner Publications
Tagged Alternative entities, Contracts, Corporate forms, Fiduciary duties
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Adoption of Cross-Border Securities-Based Swap Rules under the Dodd-Frank Act
Today [June 25, 2014], the Commission will consider a recommendation of the staff to adopt core rules and critical guidance on cross-border security-based swap activities under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Title VII of the Dodd-Frank Act created an important and entirely new regulatory framework for the over-the-counter derivatives market. Transforming […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Cross-border transactions, Derivatives, Dodd-Frank Act, International governance, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities, Systemic risk
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The Long-Term Consequences of Hedge Fund Activism
The experience of the overwhelming majority of corporate managers, and their advisors, is that attacks by activist hedge funds are followed by declines in long-term future performance. Indeed, activist hedge fund attacks, and the efforts to avoid becoming the target of an attack, result in increased leverage, decreased investment in CAPEX and R&D and employee […]
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Posted in Practitioner Publications
Tagged Bebchuk-Brav-Jiang study, Hedge funds, IGOPP, Long-Term value, Shareholder activism, Short-termism
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Back-to-Back Court of Appeals Decisions Apply Morrison
In a one-two punch illustrating the continuing vigor of the presumption against extraterritoriality, the United States Court of Appeals for the Second Circuit, on consecutive days last week, issued important decisions applying Morrison v. National Australia Bank in two disparate but significant contexts under the federal securities laws. Last Thursday, in Liu v. Siemens AG, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Dodd-Frank Act, Extraterritoriality, Morrison v. National Australia Bank Ltd., Rule 10b-5, Securities litigation, U.S. federal courts, Whistleblowers
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