-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Corporate Governance Movement, Banks and the Financial Crisis
The primary function of corporate governance in the United States has been to address the managerial agency cost problem that afflicts publicly traded companies with dispersed share ownership. Berle and Means threw the spotlight on this type of agency cost problem—using different nomenclature—in their famous 1932 book The Modern Corporation and Private Property. Nevertheless, it was […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Financial Crisis, Financial Regulation
Tagged Agency costs, Banks, Boards of Directors, Corporate governance, Deregulation, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Governance reform, Management
Comments Off on The Corporate Governance Movement, Banks and the Financial Crisis
The SEC’s Refocus on Accounting Irregularities
On July 2, 2013, the United States Securities and Exchange Commission (the SEC) announced two new initiatives aimed at preventing and detecting improper or fraudulent financial reporting. [1] We previously noted that one of these initiatives, a computer-based tool called the Accounting Quality Model (AQM, or “Robocop”), [2] is designed to enable real-time analytical review […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting irregularities, Audits, Corporate fraud, Financial reporting, SEC, SEC enforcement, Securities regulation
Comments Off on The SEC’s Refocus on Accounting Irregularities
ISS Releases FAQs: Defensive Bylaw May Lead to Negative Vote Recommendations
Public companies that have recently adopted or are considering adopting bylaws that disqualify director nominees who receive compensation from anyone other than the company should be aware of new FAQs released yesterday by Institutional Shareholder Services (ISS) and the potential impact the FAQs may have on forthcoming director elections. Such bylaws typically operate in conjunction […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director compensation, Director nominations, ISS, Proxy contests, Shareholder activism, Shareholder nominations, Shareholder voting
Comments Off on ISS Releases FAQs: Defensive Bylaw May Lead to Negative Vote Recommendations
The Two Faces of Materiality
In order to prove securities fraud under federal law, one must show that the defendant either misrepresented a material fact or omitted to state a material fact when under a duty to speak. The fact must somehow matter to investors. But the courts have struggled mightily to determine when a fact is material. On the […]
Click here to read the complete post
Posted in Academic Research, Court Cases, Securities Litigation & Enforcement
Tagged Class actions, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Loss causation, Materiality, Rule 10b-5, Securities fraud, Securities litigation, Supreme Court
Comments Off on The Two Faces of Materiality
Basel Committee’s Revisions to the Basel III Leverage Ratio
In January 2014, the Basel Committee on Banking Supervision finalized its revisions to the Basel III leverage ratio. Compared to its June 2013 proposed revisions, the Basel Committee has made several important changes to the denominator of the Basel III leverage ratio, including with respect to the treatment of derivatives, securities financing transactions and certain […]
Click here to read the complete post
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
Comments Off on Basel Committee’s Revisions to the Basel III Leverage Ratio
Boardroom Confidentiality Under Focus
In our Age of Communication, confidential information is more easily exposed than ever before. Real-time communication tools and social media give everyone with Internet access the ability to publicize information widely, and confidential information is always at risk of inadvertent or intentional exposure. The current cultural emphasis on transparency and disclosure—punctuated by headline news of […]
Click here to read the complete postHalliburton v. Erica P. John Fund—Former Members of Congress Supporting Neither Party
Sullivan & Cromwell LLP filed an amicus brief on January 6, 2014 with the U.S. Supreme Court in the case of Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317. This brief is submitted on behalf of former members of Congress, SEC officials and congressional counsel involved in the drafting of the Private Securities […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Basic, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Securities litigation, Supreme Court
Comments Off on Halliburton v. Erica P. John Fund—Former Members of Congress Supporting Neither Party
CEO Connectedness and Corporate Frauds
The collective behavior of corporate leaders is often critical in corporate wrongdoing, and the CEO often plays the central role. Yet there is no comprehensive study exploring how CEOs and their influence within executive suites and the boardroom impact corporate wrongdoing. In our paper, CEO Connectedness and Corporate Frauds, which was recently made publicly available on […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Audit committee, Board capture, Boards of Directors, Compliance & ethics, Corporate fraud, Management, Social capital, Social networks
Comments Off on CEO Connectedness and Corporate Frauds
The Value of Corporate Culture
In our recent NBER working paper, The Value of Corporate Culture, we study which dimensions of corporate culture are related to a firm’s performance and why. Resigning from Goldman Sachs, vice president Greg Smith wrote in a very controversial New York Times op-ed: “Culture was always a vital part of Goldman Sachs’s success. It revolved […]
Click here to read the complete post
Posted in Academic Research
Tagged Compliance & ethics, Employees, Firm performance, Surveys
1 Comment