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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
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 […]
Click here to read the complete postTo-may-to To-mah-to: 10 Surprises for a US Bidder on a UK Takeover
“You like to-may-to and I like to-mah-to… Potato, potahto, tomayto, tomahto Let’s call the whole thing off” (“Let’s Call The Whole Thing Off” by George & Ira Gershwin, 1937) Two nations divided by a common tongue. In M&A, as in so many spheres, common language and terminology often give rise to the assumption that the […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, International governance, Takeovers, Target firms, UK, UK Takeover Code
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The Case for Consumer-Oriented Corporate Governance, Accountability and Disclosure
When offering securities to the public, corporations must comply with an exclusive informational regime that allows speech only within the uniform boundaries determined by the SEC. Corporations must use a standardized method for financial audit and report, and disclose in plain and simple English any material fact of interest to a potential buyer. But when […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Consumer protection, Disclosure, Information environment
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Dodd-Frank Rules Impact End-Users of Foreign Exchange Derivatives
This post is a summary of certain recent developments under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) that impact corporate end-users of over-the-counter foreign exchange (FX) derivative transactions and should be read in conjunction with the four prior WSGR Alerts on Dodd-Frank FX issues from October 2011, September 2012, February 2013, and […]
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Posted in Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Books and records, CFTC, Derivatives, Dodd-Frank Act, Financial regulation, International governance, ISDA, Reporting regulation, Swaps, Swaps entities
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The Misrepresentation of Earnings
While hundreds of research papers discuss earnings quality, there is no agreed-upon definition. We take a unique perspective on the topic by focusing our efforts on the producers of earnings quality: Chief Financial Officers. In our paper, The Misrepresentation of Earnings, which was recently made publicly available on SSRN, we explore the definition, characteristics, and […]
Click here to read the complete postPerspectives on Strengthening Enforcement
Greg [Tanzer, ASIC Commissioner] suggested that I talk about my perspectives on international cooperation in the enforcement context, as well as what we at the SEC are doing to try to make our own enforcement program even more robust and responsive to the issues presented by interconnected and fast moving markets. I am happy to […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, International governance, Investor protection, IOSCO, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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There Is Something Special about Large Investors
It has been argued that the best private equity partnerships do not increase fund size or fees to market-clearing levels. Instead they have rationed access to their funds to favor their most prestigious investors (e.g. Ivy League university endowments). Further, industry observers (e.g. Swensen (2000)) have often argued that endowments are better equipped to assess […]
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Posted in Academic Research, Institutional Investors, Private Equity
Tagged Endowments, Institutional Investors, Pension funds, Private equity
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What It Takes for the FDIC SPOE Resolution Proposal to Work
In a comment letter and supporting paper to the FDIC on its single-point-of-entry (SPOE) resolution concept release, Karen Shaw Petrou, managing partner of Federal Financial Analytics, argues that SPOE is conceptually sound and statutorily robust. However, progress to date on orderly liquidation has been so cautious as to cloud the credibility of assertions that the […]
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