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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
Statement on the Anniversary of the Dodd-Frank Act
The fourth anniversary of the passage of the Dodd-Frank Act provides an opportunity to reflect on why the Act was passed, how the SEC has used the Act to promote financial stability and protect American investors, and what remains to be completed. The financial crisis was devastating, resulting in untold losses for American households and […]
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Posted in Financial Crisis, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Dodd-Frank Act, Financial crisis, Financial reform, Financial regulation, SEC, Securities regulation, Volcker Rule
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Banks: Parallel Disclosure Universes and Divergent Regulatory Quests
Legal and economic issues involving mandatory public disclosure have centered on the appropriateness of either Securities and Exchange Commission (SEC) rules or the D.C. Circuit review of SEC rule-making. In this longstanding disclosure universe, the focus has been on the ends of investor protection and market efficiency, and implementation by means of annual reports and […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Securities Regulation
Tagged Banks, Disclosure, Financial regulation, Investor protection, Market efficiency, Risk disclosure, SEC, Securities regulation, Systemic risk
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2014 Mid-Year Securities Enforcement Update
Our mid-year report one year ago presented an exciting opportunity to discuss a time of great change at the SEC. A new Chair and a new Director of Enforcement had recently assumed the reins and begun making bold policy pronouncements. One year later, things have stabilized somewhat. The hot-button issues identified early in the new […]
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Posted in Banking & Financial Institutions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Broker-dealers, Corporate fraud, Financial institutions, Insider trading, Investment advisers, Misconduct, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Settlements, Short sales, Whistleblowers
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SEC’s Cross-Border Derivatives Rule
The SEC provided the “who” but not much else in its final rule regarding cross-border security-based swap activities (“final rule”), released at the SEC’s June 25, 2014 open meeting. Although most firms have already implemented a significant portion of the CFTC’s swaps regulatory regime (which governs well over 90% of the market), the SEC’s oversight […]
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Posted in Derivatives, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CFTC, Cross-border transactions, Derivatives, International governance, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities
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Delaware Court Denies Attorneys’ Fees for Alleged Dodd-Frank Disclosure Deficiencies
Under Delaware’s corporate benefit doctrine, a stockholder who presents a meritorious claim to a board of directors may be entitled to attorneys’ fees if the stockholder’s efforts result in the conferring of a corporate benefit. [1] On June 20, 2014, the Delaware Chancery Court considered in Raul v. Astoria Financial Corporation [2] whether attorneys’ fees […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications
Tagged Attorneys' fees, Boards of Directors, Delaware cases, Delaware law, Dodd-Frank Act, Fiduciary duties, Proxy disclosure, Say on pay
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2014 Proxy Season Mid-Year Review
This post looks at results from 2,788 shareholder meetings held between January 1 and May 22, 2014. We provide data and analyses on areas such as share ownership composition, director elections, say-on-pay, proxy material distribution and the mechanics of shareholder voting. We also look at differences in proxy voting by company size. With about three-quarters […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Institutional Investors, Institutional voting, Proxy materials, Proxy season, Proxy voting, Say on pay, Shareholder activism, Shareholder communications, Shareholder meetings, Shareholder voting
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Shift from Voluntary to Mandatory Disclosure of Risk Factors
In our paper, Carrot or Stick? The Shift from Voluntary to Mandatory Disclosure of Risk Factors, we investigate public companies’ disclosure of risk factors that are meant to inform investors about risks and uncertainties. We compare risk factor disclosures under the voluntary, incentive-based disclosure regime provided by the safe harbor provision of the Private Securities […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Disclosure, Filings, Reporting regulation, Risk, Risk disclosure, Safe harbor, SEC, Securities litigation
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2014 Mid-Year Update on Corporate Non-Prosecution and Deferred Prosecution Agreements
As the debate continues over whether and how to punish companies for unlawful conduct, U.S. federal prosecutors continue to rely significantly on Non-Prosecution Agreements (“NPAs”) and Deferred Prosecution Agreements (“DPAs”) (collectively, “agreements”). Such agreements have emerged as a flexible alternative to prosecutorial declination, on the one hand, and trials or guilty pleas, on the other. […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate crime, Corporate fraud, Deferred prosecution agreements, DOJ, FCPA, International governance, Non-prosecution agreement, SEC, SEC enforcement, UK
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Empirical Asset Pricing: Eugene Fama, Lars Peter Hansen, and Robert Shiller
In my paper, Empirical Asset Pricing: Eugene Fama, Lars Peter Hansen, and Robert Shiller, which was recently made publicly available on SSRN and which was commissioned by the Scandinavian Journal of Economics, I explain the reasons why the 2013 Sveriges Riksbank Prize in Economic Sciences in Memory of Alfred Nobel was awarded to Fama, Hansen, […]
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Posted in Academic Research, Empirical Research
Tagged Asset bubbles, Behavioral finance, Market efficiency
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Court Holds That US Bankruptcy Code Does Not Permit Recovery of Extraterritorial Transfers
In a decision that could significantly limit the power of U.S. bankruptcy trustees to challenge cross-border transactions, the United States District Court for the Southern District of New York has held that the trustee overseeing the Madoff liquidation may not recover transfers made by Madoff’s foreign customers to other foreign entities. SIPC v. Bernard L. […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Bankruptcy Code, Bernard Madoff, Cross-border transactions, Extraterritoriality, Morrison v. National Australia Bank Ltd., U.S. federal courts
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