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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Reliance by Directors: What’s a Conscientious Director to Do?
In its recent decision in In Re Rural Metro Corporation Stockholders Litigation, [1] the Delaware Court of Chancery, in a footnote, touches on what it means for directors to be “fully protected” by §141(e) of the Delaware General Corporation Law when they rely on information, opinions, reports or statements provided to them by officers, employees, […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, DGCL, DGCL s.141, Fiduciary duties, Reliance
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An Informed Approach to Issues Facing the Mutual Fund Industry
As a practicing securities lawyer for more than thirty years, I have in the past advised boards of directors, including mutual fund boards, and I am well acquainted with the important work that you do. I also understand the essential role that independent directors play in ensuring good corporate governance. As fiduciaries, you play a […]
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Posted in Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, Cybersecurity, FSOC, Institutional Investors, Investment advisers, Money market funds, Mutual funds, SEC, Securities regulation
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Stress Tests Demonstrate Strong Capital Position of US Banks
On March 20, 2014, the Federal Reserve announced the summary results of the Dodd-Frank Act 2014 supervisory stress tests for the 30 largest U.S. banking organizations. The results demonstrate the sharply enhanced capital strength and resiliency of the U.S. banking system. Under an “extreme stress scenario”, these U.S. banking organizations could absorb an extraordinary downturn […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Dodd-Frank Act, Federal Reserve, Stress tests
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Rethinking Basic: Towards a Decision in Halliburton
We have recently revised our paper Rethinking Basic (discussed earlier on the Forum here). Our revision, which will be published in the May issue of the Business Lawyer, takes into account, and relates our analysis to, the Justices’ questions at the Halliburton oral argument. As our revision explains, questions asked by some of the Justices […]
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Posted in Academic Research, Court Cases, HLS Research, Securities Litigation & Enforcement
Tagged Basic, Fraud-on-the-Market, Halliburton, Securities litigation, Supreme Court
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Current Thoughts About Activism, Revisited
We published this post last August. Since then there have been several developments that prompt us to revisit it; adding the first three paragraphs below. First, Delaware Supreme Court Chief Justice Leo E. Strine, Jr. published a brilliant article in the Columbia Law Review, Can We Do Better by Ordinary Investors? A Pragmatic Reaction to […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Institutional Investors, Proxy advisors, Shareholder activism, Short-termism
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The Labor Market for Bankers and Regulators
The financial industry is heavily regulated. Whether it is in terms of spending or number of employees, financial regulation represents more than a third of all business- and industry-related regulation in the United States (De Rugy and Warren, 2009), even though the financial sector only contributes to 10% of the country’s GDP. However, many commentators […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banker bonuses, Banks, Financial regulation, Labor markets, Pay for performance, Regulators
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Why the Market Should Care About Proposed Clearing Agency Requirements
On March 12, the SEC issued a 400-page rule proposal that, if adopted as proposed, would impose a multitude of new compliance requirements on The Options Clearing Corporation (“OCC”), The Depository Trust Company (“DTC”), National Securities Clearing Corporation (“NSCC”), Fixed Income Clearing Corporation (“FICC”) and ICE Clear Europe. Since these clearing agencies play a fundamental […]
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Posted in Accounting & Disclosure, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Capital requirements, CFTC, Clearing houses, Derivative disclosure, Derivatives, Financial regulation, International governance, Recovery & resolution plans, Risk management, SEC, Securities regulation, Swaps, Swaps entities
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The Use and Abuse of Labor’s Capital
Across the country, public employee retirement systems are investing in companies that privatize public employee jobs. Such investments lead to reduced working hours and often job losses for current employees. [1] Although, in some circumstances, pension fund participants and beneficiaries may benefit from these investments, their actual economic interests might also be harmed by them, […]
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Posted in Academic Research, Institutional Investors
Tagged Agency costs, Duty of loyalty, ERISA, Fiduciary duties, Institutional Investors, Labor markets, Pension funds, Retirement plans
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Three Courts Dismiss Lawsuits for Lack of Subject Matter Jurisdiction
This proxy season, rather than following the traditional route of seeking no-action relief from the Securities and Exchange Commission (“SEC”) (or, in one instance, after receiving a no-action denial), at least four companies have filed lawsuits against activist investor John Chevedden, in each case requesting declaratory judgment that the company may properly exclude Chevedden’s proposed […]
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