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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
SEC Proposes Rules to Update Regulation A
On December 18, 2013, the Securities and Exchange Commission (“SEC”) voted to propose amendments to its public offering rules to exempt an additional category of small capital raising efforts as mandated by Title IV of the Jumpstart Our Business Startups Act (the “JOBS Act”). The SEC has proposed to amend Regulation A to exempt offerings […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Blue sky laws, Disclosure, JOBS Act, SEC, SEC rulemaking, Securities Act, Securities regulation, Small firms, State law
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Financial Conglomerates and Chinese Walls
In my paper, Financial Conglomerates and Chinese Walls, which was recently made available on SSRN, I examine the effectiveness of Chinese walls, or information barriers, in preventing financial conglomerates from misusing non-public information in their trading and other activities. In recent years, empirical evidence has shown that financial conglomerates’ Chinese walls fail in important contexts, […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Financial institutions, Financial regulation, Information asymmetries, Inside information, Insider trading, Volcker Rule
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Volcker Rule Final Regulations: Funds Flowcharts
These Davis Polk flowcharts are designed to assist banking entities in identifying permissible and impermissible covered fund activities, investments and relationships under the final regulations implementing the Volcker Rule, issued by the Federal Reserve, FDIC, OCC, SEC and CFTC on December 10, 2013. The flowcharts graphically map the key elements of the covered fund provisions […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, CFTC, FDIC, Federal Reserve, Financial institutions, Financial regulation, Hedge funds, OCC, Private equity, Private funds, SEC, Securities regulation, Volcker Rule
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Volcker Rule Final Regulations: Proprietary Trading Overview
These Davis Polk flowcharts are designed to assist banking entities in identifying permissible and impermissible proprietary trading activities under the final regulations implementing the Volcker Rule, issued by the Federal Reserve, FDIC, OCC, SEC and CFTC on December 10, 2013. An introduction to the new compliance requirements is also included. To make our summary and […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, CFTC, FDIC, Federal Reserve, Financial institutions, Financial regulation, OCC, Proprietary trading, SEC, Securities regulation, Volcker Rule
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Rethinking Basic
Next spring, in the Halliburton case, the United States Supreme Court is expected to reconsider the Basic ruling that, twenty-five years ago, adopted the fraud-on-the-market theory and has since facilitated securities class action litigation. In a Harvard Law and Economics Discussion Paper that we recently issued, Rethinking Basic, we seek to contribute to the expected […]
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Posted in Academic Research, Court Cases, HLS Research, Securities Litigation & Enforcement
Tagged Basic, Fraud-on-the-Market, Halliburton, Securities litigation
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2013 Private Equity Year in Review
Private equity deal activity ebbed and flowed, often unexpectedly, in 2013. Despite some slow periods, strong debt and equity markets helped support first nine-months numbers that are well ahead of 2012, although Q4 2013 is unlikely to match Q4 2012, where activity was stimulated by anticipated changes in the tax laws. Successful sponsors again demonstrated […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Equity capital, Private equity
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SIFIs and States
Today an enormous global civilization rests upon a jury-rigged financial frame rife with moral hazards, perverse incentives, and unintended consequences. This article, SIFIs and States, forthcoming in the Texas International Law Journal, addresses one aspect of that fragile structure. It argues for basic reform in the international management of financial institutions in distress, with a special […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, International Corporate Governance & Regulation
Tagged Bailouts, Banks, Financial crisis, Financial institutions, Foreign banks, International governance, Jurisdiction, SIFIs, Systemic risk
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Promoting Investor Protection in Small Business Capital Formation
Today [Dec. 18, 2013], the Commission proposes rules to implement Title IV of the JOBS Act. As mandated by that Act, the proposed rule would allow companies to issue a class of securities that are exempted from the registration and prospectus requirements of the Securities Act, provided that certain conditions are met. This is the […]
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Posted in Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Capital formation, Exchange Act, Investor protection, JOBS Act, SEC, SEC rulemaking, Securities regulation, Small firms
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Fed Outlines Proposals to Limit Short-Term Wholesale Funding Risks
On November 22, 2013, Federal Reserve Board Governor Daniel Tarullo delivered a speech at the Americans for Financial Reform and Economic Policy Institute outlining a potential regulatory initiative to limit short-term wholesale funding risks. [1] This proposal could increase capital requirements for and apply additional prudential standards to firms dependent on short-term funding, with a […]
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Posted in Financial Regulation, Practitioner Publications
Tagged Capital requirements, Federal Reserve, Financial regulation, Liquidity, Securities lending, Shadow banking, Short sales, Surcharges, Systemic risk
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Delaware vs. New York Governing Law
Among the many legalese-heavy paragraphs appearing under the “Miscellaneous” heading at the back of transaction agreements is a section that stipulates the laws of the state that will govern the purchase agreement as well as disputes relating to the deal. Often, it is coupled with a section that dictates which courts have jurisdiction over these […]
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Posted in Comparative Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware law, Forum selection, Jurisdiction, Merger litigation, New York
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