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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
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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The Executive Turnover Risk Premium
In our forthcoming Journal of Finance paper, The Executive Turnover Risk Premium, we make the simple point that forced turnover risk explains an important part of the cross-sectional variation of compensation for the CEOs of public U.S. corporations. The empirical magnitude of the turnover risk premium—about 7% greater subjective compensation for a one percentage point […]
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Posted in Academic Research, Executive Compensation
Tagged Entrenchment, Executive Compensation, Executive turnover, Management, Risk
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How America’s Participation in International Financial Reporting Standards Was Lost
The modern quest for an “Esperanto” of business has been underway for nearly half a century. And though it was initiated by the United States, after 48 years, it has yet to gain our full support. That is unfortunate, because the promise of a global standard is truly dazzling. An international language of disclosure and […]
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Posted in Accounting & Disclosure, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Speeches & Testimony
Tagged Accounting, Accounting standards, FASB, Financial regulation, Financial reporting, GAAP, IASB, IFRS, International governance, Investor protection, SEC
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Proposed Dodd-Frank Concentration Limit on Financial Institution M&A Transactions
In May 2014, the Federal Reserve issued a proposal that would implement the financial sector concentration limit set forth in Section 622 of the Dodd-Frank Act. The proposal reflects the Financial Stability Oversight Council’s January 2011 Study and Recommendations Regarding Concentration Limits on Large Financial Companies. The concentration limit generally prohibits a financial company from […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation
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Enhancing Our Equity Market Structure
It is great to be here with you in New York to speak about our equity market structure and how we can enhance it. While I know your views on particular issues may differ, you all certainly appreciate that investors and public companies benefit greatly from robust and resilient equity markets. During my first year […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Algorithmic trading, Broker-dealers, Capital markets, Equity capital, High-frequency trading, Investor protection, SEC, Securities regulation, Transparency
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Best Practice Principles for Proxy Advisors and Chairman’s Report
Regulation of proxy advisers is a widely discussed subject matter worldwide. The European Securities and Markets Authority (ESMA), the regulator responsible for enforcing European securities regulation, declared in its ESMA Final Report and Feedback Statement on the Consultation Regarding the Role of the Proxy Advisory Industry in February 2013, to favor a self-regulatory approach over […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Conflicts of interest, EU, Europe, Institutional Investors, International governance, Proxy advisors, Proxy voting, Shareholder voting
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The Elusive Promise of Reducing Shareholder Litigation Through Corporate Bylaws
Corporations today are routinely subject to expensive shareholder litigation for which shareholders ultimately foot the bill. Even weak shareholder claims pose significant costs and uncertainty, and exert significant settlement pressures, on corporations. Several recent state court decisions, however, underscore the potential for corporate bylaws, including those adopted by boards, to reduce incentives for the plaintiffs’ […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Arbitration, Attorneys' fees, Delaware cases, Delaware law, Forum selection, Securities litigation, Shareholder suits
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The Credit Suisse Guilty Plea: Implications for Companies in the Crosshairs
The announcement of the Credit Suisse guilty plea on May 19, 2014 marks the first time in more than a decade that a large financial institution has been convicted of a financial crime in the United States. For this reason alone, some will herald it a watershed moment in the history of corporate criminal liability. […]
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