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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
Supreme Court to Consider Overruling “Fraud-on-the-Market” Presumption
On November 15, 2013, the U.S. Supreme Court granted certiorari in the case of Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, raising the prospect that the Court will overrule or significantly limit the legal presumption that each member of a securities fraud class action relied on the statements challenged as fraudulent in […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Rule 10b-5, Section 10(b), Securities damages, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
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International Corporate Governance Spillovers
In the paper, International Corporate Governance Spillovers: Evidence from Cross-Border Mergers and Acquisitions, which was recently made publicly available on SSRN, we investigate whether the change in corporate control following a cross-border M&A leads to changes in corporate governance of non-target firms that operate in the same country and industry as the target firm. We focus […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Cross-border transactions, Foreign firms, General governance, Governance indices, International governance, Pedro Matos, Target firms
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Shareholder Activism in the US Banking Industry
Although the 2012 and 2013 proxy seasons saw increased (and highly publicized) shareholder activism across a range of industries, that trend has not yet made its way to the U.S. banking industry. Over the last two proxy seasons, aside from Nelson Peltz’s well-publicized campaign for action at State Street Corporation, certain negative say-on-pay recommendations from […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Banks, Boards of Directors, Financial institutions, Management, Shareholder activism
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The Impact of CEO Divorce on Shareholders
Recent events suggest that shareholders pay attention to matters involving the personal lives of CEOs and take this information into account when making investment decisions. In our paper, Separation Anxiety: The Impact of CEO Divorce on Shareholders, which was recently made publicly available on SSRN, we examine the impact that CEO divorce can have on […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Disclosure, Management, Market reaction, Transparency
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The SEC Delays its Consideration of Rules Requiring Disclosure of Corporate Political Spending
Last week the Securities and Exchange Commission released its regulatory agenda, and this agenda no longer includes rules requiring public companies to disclose their spending on politics. The agenda now includes only overdue rules that the SEC is required to develop under Dodd-Frank and the JOBS Act. While we are disappointed by the SEC’s decision […]
Click here to read the complete postCFTC Re-Proposes Position Limits and Aggregation Standards for Derivatives
On November 5, 2013, the Commodity Futures Trading Commission proposed rules to establish new position limits that would apply to 28 agricultural, energy and metals futures contracts, and swaps, futures and options that are economically equivalent to those contracts. [1] Once adopted, the proposal would reinstate, with certain changes, the position limit rules that were […]
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Posted in Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Derivatives, Financial regulation, Futures, Hedging, Position limits, Securities regulation, Swaps
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OCC Updates Guidance on Third-Party Risk Management
On October 30, 2013, the Office of the Comptroller of the Currency (the “OCC”) issued updated guidance to national banks and federal savings associations on assessing and managing risks associated with third-party relationships, which include all business arrangements between a bank and another entity (by contract or otherwise). [1] The new guidance introduces a “life […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Accountability, Banks, Board monitoring, Compliance & ethics, Financial institutions, OCC, Oversight, Risk management, Risk oversight
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Credit Crisis Litigation Update: It is Settlement Time
It has been more than six years since the onset of the credit crisis and we have documented for the first time in the past few months a significant increase in the number and size of settlements. Meanwhile, the pace of new filings has slowed as housing markets continue to improve and delinquencies and defaults […]
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Posted in Banking & Financial Institutions, Financial Crisis, Practitioner Publications, Securities Litigation & Enforcement
Tagged Asset-backed securities, Bank of America, Banks, DOJ, ERISA, Fannie Mae, Financial crisis, Financial institutions, Freddie Mac, JPMorgan, Mortgage lending, Securities litigation, Subprime securities
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Some Thoughts for Boards of Directors in 2014
In many respects, the relentless drive to adopt corporate governance mandates seems to have reached a plateau: essentially all of the prescribed “best practices”—including say-on-pay, the dismantling of takeover defenses, majority voting in the election of directors and the declassification of board structures—have been codified in rules and regulations or voluntarily adopted by a majority […]
Click here to read the complete postThe Importance of Trials to the Law and Public Accountability
It is a great honor to have been asked to give the Fifth Annual Judge Thomas A. Flannery Lecture. And it is especially meaningful to be joined tonight by Tom Flannery’s daughter Irene, son Tom, and so many friends, colleagues, and former law clerks who knew and served with him. I unfortunately did not have […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Speeches & Testimony
Tagged Accountability, Corporate crime, Deferred prosecution agreements, Insider trading, SEC, SEC enforcement, Section 10(b), Securities fraud, Securities litigation
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