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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
2013 Year-End Securities Litigation Update
2013 proved to be a watershed year for securities litigation, and 2014 is shaping up to be a “career killing” year for plaintiffs’ lawyers specializing in 10b-5 class actions. In what may turn out to be one of the most important cases in the last three decades, the Supreme Court will address the long debated […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Delaware cases, Derivative actions, Disclosure, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Merger litigation, Securities damages, Securities fraud, Securities litigation, Securities regulation, Supreme Court, U.S. federal courts
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CEO Employment Agreements in a “Say on Pay” World
Although much has been written and discussed in the past few years about the impact of “Say on Pay” and Dodd-Frank on CEO compensation practices (including the narrowing or elimination of employment agreement provisions such as excise tax and other tax gross-ups and automatic “evergreen” renewal terms which have not been viewed as shareholder friendly), […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Management, Management contracts, Say on pay
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Halliburton: The Morning After
The blogosphere is abuzz over Halliburton. [1] Will the Supreme Court overturn Basic [2] and abolish the fraud-on-the-market presumption? Will the decision end shareholder class actions as we have known them? Presumably, by the Fourth of July, we will know. The purpose of this post is not to predict the outcome of Halliburton. Rather, it […]
Click here to read the complete postRecent Trends in Securities Class Action Litigation: 2013 Review
Legal developments have dominated the news about federal securities class actions in 2013. Last February, the Supreme Court decision in Amgen resolved certain questions about materiality but focused the debate on Basic and the presumption of reliance, which are now back to the Supreme Court after certiorari was granted for the second time in Halliburton. […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Erica John Fund v. Halliburton, Halliburton, Materiality, Merger litigation, Rule 10b-5, Securities litigation, Supreme Court, U.S. federal courts
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The SEC in 2014
For nearly 80 years, the Securities and Exchange Commission has been playing a vital role in the economic strength of our nation. Year after year, the agency has steadfastly sought to protect investors, make it possible for companies of all sizes to raise the funds needed to grow, and to ensure that our markets are […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Capital formation, Derivatives, Disclosure, JOBS Act, Money market funds, Regulation A, Rule 506, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities fraud, Securities regulation, Securitization
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The Governance Structure of Shadow Banking
In prior articles (see, e.g., Regulating Shadows: Financial Regulation and Responsibility Failure, 70 Wash. & Lee L. Rev. 1781 (2013)), I have argued that shadow banking is so radically transforming finance that regulatory scholars need to rethink certain of their basic assumptions. In a forthcoming new article, The Governance Structure of Shadow Banking: Rethinking Assumptions […]
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Posted in Academic Research, Banking & Financial Institutions
Tagged Banks, Capital markets, Financial institutions, Liability standards, Moral hazard, Shadow banking, Systemic risk
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Introduction to the SDX Protocol
The Shareholder-Director Exchange (SDX™) [1] is a working group of leading independent directors and representatives from some of the largest and most influential long-term institutional investors. [2] SDX participants came together to discuss shareholder-director engagement and to use their collective experience to develop the SDX Protocol, a set of guidelines to provide a framework for […]
Click here to read the complete postSEC Staff Issues Further Guidance on the Proxy “Unbundling” Rule
The SEC’s Division of Corporation Finance recently released three Compliance and Disclosure Interpretations concerning the SEC’s so-called unbundling rule (Exchange Act Rule 14a-4(a)(3)), which requires proxies to identify clearly and impartially each “separate matter” intended to be acted upon. Nearly a year ago, in Greenlight Capital, L.P. v. Apple, Inc., a federal court enjoined Apple […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Bundling, Compliance and disclosure interpretation, Exchange Act, Materiality, Proxy disclosure, Proxy voting, Rule 14a-4, SEC, SEC rulemaking, Securities regulation, Shareholder voting
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The Alcoa FCPA Settlement: Are We Entering Strict Liability Anti-Bribery Regime?
“This Order contains no findings that an officer, director or employee of Alcoa knowingly engaged in the bribe scheme.” There are several notable aspects of aluminum producer Alcoa, Inc.’s (“Alcoa”) recent FCPA settlement. The $384 million in penalties, forfeitures and disgorgement qualify as the fifth largest FCPA case to date. Further, it is remarkable that […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Compliance & ethics, Corporate liability, DOJ, FCPA, International governance, Liability standards, SEC, SEC enforcement
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Distracted Directors
In our paper, Distracted Directors: Does Board Busyness Hurt Shareholder Value?, which was recently accepted for publication in the Journal of Financial Economics, we examine the impact of independent director busyness on firm value in a setting that addresses a key challenge that the board of directors is an endogenously determined institution. A large number of publicly-traded […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board turnover, Boards of Directors, Firm performance, Interlocking boards, Management, Shareholder value, Shocks, Stock returns
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