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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
Structural Corporate Degradation Due to Too-Big-To-Fail Finance
Corporate governance incentives at too-big-to-fail financial firms deserve systematic examination. For industrial conglomerates that have grown too large, internal and external corporate structural pressures push to re-size the firm. External activists press it to restructure to raise its stock market value. Inside the firm, boards and managers see that the too-big firm can be more […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, HLS Research
Tagged Banks, Cost of capital, Financial crisis, Financial institutions, Financial regulation, JPMorgan, Restructurings, Spinoffs, Too big to fail
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Multiple-Based Damage Claims Under Representation & Warranty Insurance
Private equity funds are increasingly using representations and warranties (R&W) insurance and related products (such as tax, specific litigation and other contingent liability insurance) in connection with acquisitions as they become more familiar with the product and its advantages. [1] Acquirors considering R&W insurance frequently raise concerns about the claims process and claims experience. A […]
Click here to read the complete postThe Separation of Ownership from Ownership
The increase in institutional ownership of corporate stock has led to questions about the role of financial intermediaries in the corporate governance process. This post focuses on the issues associated with the so-called “separation of ownership from ownership,” arising from the growth of three types of institutional investors, pensions, mutual funds, and hedge funds. To […]
Click here to read the complete postReputation Incentives of Independent Directors
Reputation concerns create strong incentives for independent directors to be viewed externally as capable monitors as well as to retain their most valuable directorships. In our paper, Reputation Incentives of Independent Directors: Impacts on Board Monitoring and Adverse Corporate Actions, which was recently made publicly available on SSRN, we extend this literature significantly by examining […]
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Posted in Academic Research, Boards of Directors, Executive Compensation
Tagged Board composition, Board independence, Boards of Directors, Decision-making, Dividends, Earnings management, Executive Compensation, Payouts, Repurchases, Reputation
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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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