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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
US Intermediate Holding Company: Structuring and Regulatory Considerations for Foreign Banks
The Federal Reserve’s Dodd-Frank enhanced prudential standards (“EPS”) final rule requires a foreign banking organization with $50 billion or more in U.S. non-branch/agency assets (“Foreign Bank”) to place virtually all of its U.S. subsidiaries underneath a top-tier U.S. intermediate holding company (“IHC”). The IHC will be subject to U.S. Basel III, capital planning, Dodd-Frank stress […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Foreign banks
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European Court of Human Rights Shakes Insider Trading Rules
A recent and groundbreaking decision of the European Court of Human Rights (ECHR) in Strasburg might shatter the entire structure of the Italian and European regulation of market abuse (insider trading and market manipulations). The case is “Grand Stevens and others v. Italy”, and was decided on March 4, 2014. The facts can be briefly […]
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Posted in Academic Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged EU, Europe, Human rights, Insider trading, International governance, Italy, Securities enforcement, Securities fraud
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SEC Exempts “Foreign Issuer” From Filing a Preliminary Proxy Statement
On January 31, 2014, the Securities and Exchange Commission (“SEC”) issued a no-action letter to Schlumberger Ltd. (“Schlumberger” or “the Company”), permitting the Company not to file a preliminary proxy statement under Rule 14a-6(a) when the only matters to be acted upon by stockholders at the Company’s annual meeting were either specifically excluded from the […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Filings, Foreign issuers, International governance, No-action letters, Proxy materials, SEC, Securities regulation
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Shock-Based Causal Inference in Corporate Finance
Much corporate finance research is concerned with causation—does a change in some input cause a change in some output? Does corporate governance affect firm performance? Does capital structure affect firm investments? How do corporate acquisitions affect the value of the acquirer, or the acquirer and target together? Without a causal link, we lack a strong […]
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Posted in Academic Research, Empirical Research
Tagged Firm performance, General governance, Shocks, Surveys
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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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