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HLS Faculty & Senior Fellows
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
Nationalize the Clearinghouses!
A clearinghouse reduces counterparty risks by acting as the hub for trades amongst the largest financial institutions. For this reason, Dodd-Frank’s seventh title, the heart of the law’s regulation of OTC derivatives, requires that most derivatives trade through clearinghouses. The concentration of trades into a very small number of clearinghouses or CCPs has obvious risks. […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Derivatives, Financial Regulation
Tagged Bailouts, Bankruptcy, CFTC, Clearing houses, Derivatives, Dodd-Frank Act, Federal Reserve, Financial regulation, Liquidation, OTC derivatives, Recovery & resolution plans, Systemic risk
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The Corporate Governance of Sovereign Wealth Funds
Initiatives of shareholder engagement must take into consideration the modern, complex nature of share ownership. Shareholders can no longer be considered as a single group, instead the shareholder base may include a range of institutional investors, hedge funds, private equity funds, sovereign wealth funds and other activist investors. There has been a significant transformation of […]
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Posted in Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate governance, Engagement, Institutional Investors, International governance, Shareholder activism, Sovereign Wealth Funds
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Sovereign Shareholder Activism: How SWFs Can Engage in Corporate Governance
As the number of—and assets controlled by—sovereign wealth funds (SWFs) has increased dramatically in recent years, so too has scrutiny about how SWFs are making use of these assets. With respect to equity investments in publicly traded firms, one facet of this concern is that SWFs will become activist shareholders. This concern arises in part […]
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Posted in Academic Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Corporate governance, Institutional Investors, International governance, Shareholder activism, Shareholder rights, Sovereign Wealth Funds
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Socially Responsible Firms
The desirability of corporations engaging in “socially responsible” behavior has long been hotly debated among economists, lawyers, and business experts. Two general views on corporate social responsibility (CSR) prevail in the literature. The CSR “value-enhancing view” argues that socially responsible firms, such as firms that promote efforts to help protect the environment, promote social equality, […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, Executive Compensation, HLS Research
Tagged Agency model, Corporate Social Responsibility, Executive Compensation, Management, Pay for performance, Philanthropy
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Cloud Cyber Security: What Every Director Needs to Know
There are four competing business propositions affecting most American businesses today. Think of them as four freight trains on different tracks headed for a four-way stop signal at fiber optic speed. First, with a significant potential for cost savings, American business has adopted cloud computing as an efficient and effective way to manage countless bytes […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Duty of good faith, Risk management, Risk oversight
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Revisiting American Exceptionalism
The legal rules governing businesses’ organizational choices have varied across nations along two main dimensions: the number of different forms that firms could adopt; and the extent to which firms had the contractual freedom to modify the available forms to suit their needs. Until the last quarter of the twentieth century, businesses in the U.S. […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Corporate forms, Corporate governance, Incorporations, International governance, Legal systems
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US Regulatory Outlook: The Beginning of the End
Regulatory delay is now the established norm, which continues to leave banks unsure about how to prepare for pending rulemakings and execute on strategic initiatives. With the “Too Big To Fail” (TBTF) debate about to hit the headlines again when the Government Accountability Office releases its long-awaited TBTF report, the rhetoric calling for the completion […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Credit exposure, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, G-SIB, Leverage, Liquidity, Surcharges, Systemic risk, Too big to fail
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2014 Mid-Year Securities Litigation Update
It almost goes without saying that the first half of 2014 brought with it the most significant development in securities litigation in decades: the U.S. Supreme Court decided Halliburton Co. v. Erica P. John Fund, Inc.—Halliburton II. In Halliburton II, the Court declined to revisit its earlier decision in Basic v. Levinson, Inc.; plaintiffs may […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Delaware cases, Derivative actions, Disclosure, Extraterritoriality, Forum selection, Halliburton, Merger litigation, SEC, Securities fraud, Securities litigation, Securities regulation, Settlements, Supreme Court, U.S. federal courts
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Make-Whole Provisions Continue to Cause Controversy
Given today’s low interest rate environment, the enforceability of make-whole provisions has been the subject of intense litigation as debtors seek to redeem and refinance debt entered into during periods of higher interest rates, and investors seek to maintain their contractual rates of return. This trend has come to the forefront most recently in two […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Bankruptcy Code, Debt, Debt contracts, Debtor-creditor law, Delaware cases
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