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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
Supreme Court Considers Whether SOX Protects Private Company Whistle Blowers
On Nov. 12, 2013, the Supreme Court heard oral arguments in Lawson v. FMR LLC, a case in which the Court is expected to clarify whether the whistleblower protections of the Sarbanes-Oxley Act (“SOX”) cover employees of private companies that contract with public companies. Section 806 of SOX prohibits a publicly-traded company—or any officer, employee, […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, SEC, SEC enforcement, Securities fraud, SOX, Supreme Court, U.S. federal courts, Whistleblowers
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Bank Capital Plans and Stress Tests
Last Friday, the Federal Reserve issued its summary instructions and guidance (the “CCAR 2014 Instructions”) for the supervisory 2014 Comprehensive Capital Analysis and Review program (“CCAR 2014”) applicable to bank holding companies with $50 billion or more of total consolidated assets (“Covered BHCs”). Eighteen Covered BHCs will be participating in CCAR for the fourth consecutive […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial institutions, Stress tests
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Supreme Court to Revisit Fraud-On-The-Market Presumption
On November 15, 2013, the Supreme Court agreed to hear a case that could, depending upon its outcome, dramatically change private securities litigation. The case is Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, and it presents the question of whether the Court should reconsider the fraud-on-the-market presumption of reliance that applies in […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Basic, Class actions, Erica John Fund v. Halliburton, Exchange Act, Fraud-on-the-Market, Halliburton, Rule 10b-5, Section 10(b), Securities damages, Securities fraud, Securities litigation, Supreme Court
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Practical Guidance on Macroprudential Finance-Regulatory Reform
The global financial troubles of 2008-09, with whose debt-deflationary macroeconomic consequences [1] the world continues to struggle, [2] exposed weaknesses in many financial sector oversight regimes. Most of these had in common their focus on the safety and soundness of individual financial institutions to the exclusion of the stability of financial systems as wholes—wholes whose […]
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Posted in Academic Research, Financial Regulation
Tagged Financial crisis, Financial policies, Financial reform, Financial regulation, Oversight, Risk oversight, Systemic risk
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Dealing With Activist Hedge Funds
This year has seen a continuance of the high and increasing level of activist campaigns experienced during the last 14 years, from 27 in 2000 to more than 200 in 2013, in addition to numerous undisclosed behind-the-scenes situations. No company is too big to become the target of an activist, and even companies with sterling […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Institutional Investors, Proxy advisors, Shareholder activism
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ISS Addresses Dissident Director Compensation Bylaw
ISS Proxy Advisory Services recently recommended that shareholders of a small cap bank holding company, Provident Financial Holdings, Inc., withhold their votes from the three director candidates standing for reelection to the company’s staggered board (all of whom serve on its nominating and governance committee) because the board adopted a bylaw designed to discourage special […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Banks, Boards of Directors, Charter & bylaws, Director compensation, ISS, Proxy advisors, Proxy contests, Shareholder activism, Shareholder voting, Staggered boards
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Understanding the Board of Directors after the Financial Crisis
Research on the composition and structure of the board of directors is a thriving subject in the aftermath of the financial crisis. The discussion thus far has assumed that finding the right board members is extremely important because they tend to enhance corporate strategy and decision-making. Consider the case of Apple’s board. Following Steve Jobs’ […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Financial Crisis
Tagged Apple, Board composition, Board independence, Boards of Directors, Director qualifications, Diversity, Financial crisis, Innovation, Venture capital firms
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CFTC Proposes New Position Limits and Aggregation Rules for Derivatives
On November 5, 2013, the Commodity Futures Trading Commission (the “CFTC” or “Commission”) held a public meeting during which it: Voted 3-1, with commissioner O’Malia dissenting, to propose for public comment a new set of rules on position limits (the “Proposed Rules”) applicable to options, futures, and swaps contracts (“derivatives”) related to 28 agricultural, metal, […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Derivatives, Financial regulation, Futures, Position limits, Securities regulation, Swaps
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Benefit-Cost Paradigms in Financial Regulation
Nearly all U.S. regulatory agencies use benefit-cost analysis (BCA) to evaluate proposed regulations. The EPA, for example, uses BCA to evaluate regulations that require factories to reduce emissions. OSHA uses BCA to evaluate regulations that require workplaces to install safety devices for workers. NHTSA uses BCA to evaluate fuel economy standards. Yet a striking exception […]
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Posted in Academic Research, Financial Regulation
Tagged Cost-benefit analysis, Financial regulation
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District Court Dismisses Claim that Potential Litigation Disclosure Was Required
A recent decision of the Southern District of New York is noteworthy in its rejection of the plaintiffs’ argument that disclosure of a threatened suit in which the potential loss could have reached $10 billion was required under either the federal securities laws or Accounting Standards Codification 450. See In re Bank of America AIG […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications
Tagged AIG, ASC 450, Bank of America, Disclosure, Filings, Litigation disclosures, Loss contingencies, Regulation S-K, Reporting regulation, Rule 10b-5, Shareholder suits, U.S. federal courts
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