Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Volcker Rule: Observations on Interagency FAQs, OCC Interim Examination Guidelines

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 20, 2014

More than six months after the release of final Volcker Rule regulations, banking organizations continue to grapple with a long list of interpretive questions and an opaque process for seeking clarity from the Volcker agencies. Regulatory silence broke for a brief moment this past week in the form of a short interagency FAQ and, from […]

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Clearinghouses as Liquidity Partitioning

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, June 20, 2014

The Dodd-Frank Act established that certain swap contracts which previously were traded bilaterally (directly between buyers and sellers) must be traded through clearinghouses instead. Critics of this clearing mandate have mounted two main objections: a clearinghouse shifts risk instead of reducing it; and a clearinghouse could fail, requiring a bailout. In my article Clearinghouses as […]

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Comparing Insider Trading in the US and Europe

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 19, 2014

In the European Union insider trading has been regulated much more recently than in the United States, and it can be argued that, at least traditionally, it has been more aggressively and successfully enforced in the United States than in the European Union. Several different explanations have been offered for this difference in enforcement attitudes, […]

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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , | Comments Off on Comparing Insider Trading in the US and Europe

The Fed’s Wake-Up Call to Bank Directors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 18, 2014

The Dodd-Frank Act was undoubtedly a thorough re-working of the regulatory paradigm for banks and other financial institutions. But no less resolute are the intentions of U.S. banking regulators to carry regulatory reform further, based in significant part on perceived “macroprudential” authority after Dodd-Frank. The new regulatory paradigm will increasingly leave behind bank regulation’s traditional […]

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Value Protection in Stock and Mixed Consideration Deals

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 18, 2014

As confidence in M&A activity seems to have turned a corner, the use of acquirer stock as acquisition currency is a serious consideration for executives and advisers on both sides of the table. A number of factors play into the renewed appeal of stock deals, including an increasingly bullish outlook in the C-level suite and […]

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Proxy Advisory Firms and Corporate Governance Practices: One Size Does Not Fit All

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 18, 2014

The 2014 proxy season, like previous seasons, has provided shareholders of public US companies with an opportunity to vote on a number of corporate governance proposals and director elections. Throughout this proxy season, proxy advisory firms have provided shareholder vote recommendations “for” or “against” those proposals and “for” or to “withhold” votes for directors. Certain […]

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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , , , | 1 Comment

Boards of Directors, Corporate Governance and Cyber-Risks: Sharpening the Focus

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 17, 2014

I am pleased to be here and to have the opportunity to speak about cyber-risks and the boardroom, a topic that is both timely and extremely important. Over just a relatively short period of time, cybersecurity has become a top concern of American companies, financial institutions, law enforcement, and many regulators. I suspect that not […]

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How Foreign Firms Communicate with US Investors

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 17, 2014

Foreign companies that trade their equity in the US face serious obstacles. They must navigate a complex set of SEC disclosure requirements, while at the same time satisfying US investor expectations about the frequency and content of voluntary disclosures. Their home country may be far from the US, speak a different language, use different accounting […]

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The Functional Regulation of Finance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, June 16, 2014

How should we think about regulating our dynamically changing financial system? Existing regulatory approaches have two temporal flaws. The obvious flaw, driven by politics and human nature, is that financial regulation is overly reactive to past crises. The Dodd-Frank Act, for example, puts much weight on reforming mortgage financing. There is, however, a less obvious […]

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Board Oversight of Compliance Programs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, June 16, 2014

Strong oversight by boards of directors—meaning typically by authorized board committees—of compliance-and-ethics (“C&E”) programs can be essential to promoting legal and ethical conduct within companies. In a variety of ways, board oversight should help to ensure that a program is effective and that directors and companies are otherwise meeting applicable C&E-related legal standards. Nonetheless, this […]

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