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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
Practice Tips for M&A Practitioners for 2014
Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements. Disclaimers of Reliance and Accuracy Clauses Likely Do Not Bar Fraud Claims The Delaware courts have had several opportunities to examine a range of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Attorney-client privilege, Contracts, Delaware cases, Delaware law, DGCL, Duty of good faith, Fiduciary duties, Indemnification, Merger litigation
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Selected Issues for Boards of Directors in 2014
Over the past year, boards of directors continued to face increasing scrutiny from shareholders and regulators, and the consequences of failures became more serious in terms of regulatory enforcement, shareholder litigation and market reaction. We expect these trends to continue in 2014, and proactive board oversight and involvement will remain crucial in this challenging environment. […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Audits, Board communication, Boards of Directors, Executive Compensation, Forum selection, Management, Proxy advisors, Risk management, Shareholder activism, Taxation
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Cost-Benefit Analysis of Financial Regulation: Case Studies and Implications
The 2010 Dodd-Frank Act mandated over 200 new rules, bringing renewed attention to the use of cost-benefit analysis (CBA) in financial regulation. CBA proponents and industry advocates have criticized the independent financial regulatory agencies for failing to base the new rules on CBA, and many have sought to mandate judicial review of quantified CBA (examples […]
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Posted in Academic Research, Financial Regulation, HLS Research, Securities Regulation
Tagged Basel Committee, CFTC, Consumer protection, Cost-benefit analysis, Dodd-Frank Act, Financial regulation, Mutual funds, SEC, Securities regulation, Volcker Rule
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Ten Changes to Expect from the SEC’s New Enforcement Program
Investors, borrowers, financial institutions, and the economy were not the only casualties of the financial crisis. Regulators were casualties too, and the SEC was one of the hardest hit. Two Harris Polls—one conducted in 2007 before the financial crisis and the other in 2009 after much of the damage had been done—tell the story. Between […]
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Posted in Financial Crisis, Practitioner Publications, Securities Litigation & Enforcement
Tagged Financial crisis, Investor protection, Misconduct, Public interest, SEC, SEC enforcement, SEC investigations, Securities enforcement
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The Impact of Venture Capital Monitoring
It is often argued that venture capital (VC) plays an important role in promoting innovation and growth. Consistent with this belief, governments around the world have pursued a number of policies aimed at fostering local venture capital activity. The goal of these policies has been to replicate the success of regions like Silicon Valley in […]
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Posted in Academic Research, Empirical Research
Tagged Firm performance, Innovation, Oversight, Venture capital firms
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Basel Leverage Ratio: No Cover for US Banks
On January 12, 2014 the Basel Committee on Banking Supervision (Basel Committee) issued the near final version of its leverage ratio and disclosure guidance (B3LR). The B3LR will be subject to further calibration until 2017 with final implementation expected by January 1, 2018. The B3LR makes a number of significant changes to the Basel Committee’s […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Credit exposure, Derivatives, Financial institutions, Financial regulation, International governance, Leverage
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ISS QuickScore 2.0
Institutional Shareholder Services Inc. (ISS) has announced the governance factors and other technical specifications underlying its new Governance QuickScore 2.0 product, which ISS will apply to publicly traded companies for the 2014 proxy season. Companies have until 8pm ET on Friday, February 7th to verify the underlying raw data and can submit updates and corrections […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged General governance, ISS, Proxy advisors, QuickScore
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Non-Compete Provisions in CEO Contracts
In negotiating the terms of a CEO employment arrangement, arguably the most important term for the board of directors of the employer is the non-competition (or non-compete) provision. A recent study by three business and law school professors (Bishara, N., Martin, K, and Thomas, R., When Do CEOs Have Covenants Not to Compete in Their […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Covenants, Executive Compensation, Management, Non-competition agreements
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White Collar and Regulatory Enforcement Trends in 2014
Last year, in our annual survey (discussed on the Forum here) of the white collar and regulatory enforcement landscape, we noted that the trend toward ever more aggressive prosecutions reflected a “gloomy picture” for large companies facing such investigations. Our assessment remains the same, as the pattern of imposing massive fines and extracting huge financial […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate crime, Deferred prosecution agreements, DOJ, FCPA, Fraud-on-the-Market, Halliburton, Insider trading, International governance, LIBOR, SEC enforcement, Securities enforcement, Securities litigation, Whistleblowers
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