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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
Value Protection in Stock and Mixed Consideration Deals
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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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Deal protection, Financing conditions
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Proxy Advisory Firms and Corporate Governance Practices: One Size Does Not Fit All
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 Boards of Directors, Classified boards, Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy voting, Shareholder activism, Shareholder proposals, Shareholder rights, Shareholder voting
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Boards of Directors, Corporate Governance and Cyber-Risks: Sharpening the Focus
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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Posted in Boards of Directors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Cybersecurity, Risk, Risk committee, Risk management, SEC, Securities regulation
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How Foreign Firms Communicate with US Investors
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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Posted in Academic Research, Accounting & Disclosure, International Corporate Governance & Regulation, Securities Regulation
Tagged Disclosure, Earnings announcements, Foreign firms, Form 8-K, Information environment, International governance, Securities regulation, Shareholder communications
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The Functional Regulation of Finance
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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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Financial institutions, Financial reform, Financial regulation, Shocks, Systemic risk
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Board Oversight of Compliance Programs
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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Posted in Boards of Directors, Practitioner Publications
Tagged Compliance & ethics, Compliance officer, Misconduct, Oversight
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Asset Manager SIFI Designation: Enter SEC
Asset managers who tuned in to last month’s Financial Stability Oversight Council’s (“Council”) conference regarding the industry’s potential systemic importance heard no surprises. The US Treasury Department and regulators did not defend the September 2013 report by the Office of Financial Research (“OFR Report”) which had suggested that the industry’s activities as a whole were […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Asset management, Federal Reserve, Financial institutions, Financial regulation, FSOC, SEC, SIFIs, Systemic risk, Treasury Department
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The Extraterritorial Effect of the EU Regulation of OTC Derivatives
1. On 10 April 2014 some of the legislation that provides for the extraterritorial effect of the European Markets Infrastructure Regulation (“EMIR”) came into force. The remaining legislation will come into force on 10 October 2014. This post considers this legislation and the counterparties to which it applies. It also considers whether some counterparties might […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Cross-border transactions, Derivatives, EMIR, ESMA, EU, Financial institutions, Financial regulation, International governance, OTC derivatives
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California Superior Court Enforces Exclusive Forum Bylaw
Following the Delaware Court of Chancery’s decision in July 2013 upholding the validity of exclusive forum bylaws, a number of corporations, including over two dozen S&P 500 companies, amended their bylaws to include these provisions, and the provisions were commonly included in the charters or bylaws of companies in initial public offerings. Many public companies, […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware cases, Delaware law, Derivative actions, Forum selection, Jurisdiction, Shareholder suits, U.S. federal courts
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