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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 Evolving Face of Deal Litigation
As dealmakers put the finishing touches on public M&A transactions, the question is no longer if there will be a lawsuit, but rather when, how many and in what jurisdiction(s). And while many of the cases remain of the nuisance strike-suit variety, recently it seems every few weeks there is an important Delaware decision or […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Attorneys' fees, Conflicts of interest, Forum selection, Merger litigation, Settlements
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Nonbank SIFIs: No Solace for US Asset Managers
Ever since the Treasury Department’s Office of Financial Research (“OFR”) released its report on Asset Management and Financial Stability in September 2013 (“OFR Report” or “Report”), the industry has vigorously opposed its central conclusion that the activities of the asset management industry as a whole make it systemically important and may pose a risk to […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Asset management, Federal Reserve, Financial institutions, Financial regulation, FSB, FSOC, International governance, IOSCO, SEC, Shadow banking, SIFIs, Systemic risk, Treasury Department
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Putting Integrity into Finance
The seemingly never ending scandals in the world of finance with their damaging effects on value and human welfare (that continue unabated in spite of all the various efforts to curtail the behavior that results in those scandals) argues strongly for an addition to the current paradigm of financial economics. In our paper, Putting Integrity […]
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Posted in Academic Research, Banking & Financial Institutions, Corporate Social Responsibility
Tagged Behavioral finance, Compliance & ethics, Financial institutions
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Dodd-Frank Enhanced Prudential Standards for Foreign Banks with Limited US Footprints
The Federal Reserve has issued a final rule adopting a tiered approach for applying Dodd-Frank enhanced prudential standards to foreign banking organizations (“FBOs”). Under the tiered approach the most burdensome requirements (e.g., the requirement to establish a top-tier U.S. intermediate holding company) will only apply to FBOs with large U.S. operations, whereas fewer requirements will […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Capital requirements, Dodd-Frank Act, Financial institutions, Financial regulation, Foreign banks, Liquidity, Prudence, Risk committee, Risk management, Stress tests
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Diversity Mandates Impacting US Financial Regulators Institutions
There has been no shortage of press coverage about the lack of employment diversity in the financial services sector. Now, both the US Congress and the European Union have taken action in an attempt to remedy historical practices. The increased focus on the adequacy of an institution’s diversity and inclusion initiatives warrants their reexamination in […]
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Posted in Banking & Financial Institutions, International Corporate Governance & Regulation, Practitioner Publications
Tagged Diversity, Employees, EU, Europe, Financial institutions, International governance
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How to Use a Bank Tax to Make the Financial System Safer
A tax on the balance sheets of big banks—first proposed by US President Barack Obama in 2010 but later shelved—is back on the political agenda. Last month Dave Camp, Republican chairman of the House of Representatives Ways and Means Committee, put forward a proposal for tax reform that included a 0.035 per cent levy on […]
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Posted in Banking & Financial Institutions, Financial Regulation, HLS Research, Op-Eds & Opinions
Tagged Bank debt, Banks, Financial regulation, Incentives, Taxation
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Financial Advisor Liable for Aiding Board’s Breach of Fiduciary Duty
On March 7, the Delaware Court of Chancery published a post-trial opinion in In Re Rural Metro Corporation Stockholders Litigation (Rural Metro) finding Rural/Metro’s financial advisor RBC liable for aiding and abetting the Rural/Metro’s board of directors’ breach of its fiduciary duties in connection with the acquisition of Rural/Metro by Warburg Pincus. The decision is […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fiduciary duties, Financial advisers, Merger litigation, Stapled finance
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Court May Expand Officer/Shareholder Liability Resulting from US Customs Violations
On March 5, 2014, the US Court of Appeals for the Federal Circuit agreed to constitute an en banc panel to reconsider a decision issued by the court in Trek Leather Inc. et al. v. United States. [1] The entire court will reconsider a July 30, 2013 decision issued by a three-judge panel holding that […]
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Posted in Court Cases, Practitioner Publications
Tagged Common-law claims, Liability standards, Negligence, U.S. federal courts
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Compensation Committee Guide 2014
The past year in executive compensation has been marked by two continuing trends: (1) a continuing refinement of conceptions of so-called “best practices” advocated by certain shareholders and responses to those refinements by compensation committees, most notably in the context of the nonbinding, advisory “say-on-pay” vote required by the Dodd-Frank Act (“Dodd-Frank”) and (2) an […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Director compensation, Executive Compensation
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Supreme Court Expands Sarbanes-Oxley Whistleblower Provision
In Lawson v. FMR LLC, No. 12-3 (Mar. 4, 2014), the U.S. Supreme Court clarified the scope of whistleblower protection provided by the Sarbanes-Oxley Act of 2002 (“SOX”), holding that employees of private contractors and subcontractors of public companies are protected by the whistleblower provision set forth in 18 U.S.C. § 1514A of the Act. […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Employees, Securities fraud, SOX, Supreme Court, Whistleblowers
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