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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
Read Before Whistleblowing: What Every Lawyer Needs to Know
In wake of ethics opinion, lawyers in New York—if not elsewhere—must think hard before considering whether to participate in the Dodd-Frank Whistleblower Award Program. A recent SEC whistleblower award of $14 million may offer a persuasive incentive for lawyers to blow the whistle on a client’s perceived wrongdoing. However, a subsequent ethics opinion from the […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Confidentiality, Conflicts of interest, Dodd-Frank Act, New York, SEC, Securities enforcement, Securities regulation, Whistleblowers
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Is the Independent Director Model Broken?
At common law, an interested director was barred from participating in corporate decisions in which he had an interest, and therefore “disinterested” directors became desirable. This concept of the disinterested, director developed into the model of an “independent director” and was advocated by the Securities and Exchange Commission (SEC or Commission) and court decisions as […]
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Posted in Academic Research, Boards of Directors, Securities Regulation
Tagged Board independence, Director primacy, Dodd-Frank Act, Fiduciary duties, Public firms, SEC, Securities regulation, SOX
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Another Salvo on SEC Penalties
SEC Commissioner Luis Aguilar recently spoke against a policy statement concerning corporate penalties that was issued in 2006 by the then-sitting Commissioners. The 2006 statement emphasized two principal considerations: (1) did the corporation receive a benefit from the misconduct; and (2) will a penalty recompense or further harm injured shareholders? Commissioner Aguilar characterized the 2006 […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Misconduct, SEC, SEC enforcement
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Remarks to the Independent Directors Council Annual Fall Meeting
It is a privilege to appear before a group that is so important to the strength and integrity of the fund industry. Independent directors have significant responsibilities, and it requires tremendous effort and time on your part to do your job well. I applaud your efforts to learn from the professionals who are participating in […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Board independence, Duty of loyalty, Fund managers, Institutional Investors, Investment Company Act, Investor protection, Mutual funds, Risk, SEC, SEC rulemaking, Securities regulation
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Developments Regarding Gender Diversity on Public Boards
While the number of women directors on U.S. public company boards has not risen dramatically since 2012, the issue of gender diversity on boards continued to gain momentum and global prominence over the last 12 months. Since we last discussed this issue, new legislative and non-governmental initiatives around the world have resulted in growing numbers […]
Click here to read the complete post2013 Annual Corporate Governance Review
For many years, the proactive engagement of shareholders on corporate governance matters has been limited to just a handful of companies. However, over the past few years companies have shown a greater willingness to engage, particularly after the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) made advisory votes on executive compensation (commonly referred […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Dodd-Frank Act, Executive Compensation, Georgeson, Hedge funds, Institutional Investors, Majority voting, Proxy access, Proxy contests, Proxy season, Say on pay, Shareholder activism, Shareholder voting
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The Autonomous Board
“Can we end the long tradition of the boardroom as a sealed chamber…? Can we move toward more transparency about the boardroom process…?” —Leon Panetta [1] Companies preparing for their annual shareholder meetings in 2014 should be aware of a new governance challenge: opposition to the election of individual directors is becoming a strategy of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Accountability, Board communication, Board dynamics, Board evaluation, Board independence, Board meetings, Boards of Directors, Proxy voting, Shareholder communications, Shareholder voting, Sodali, Transparency
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FINRA Issues Report on Broker-Dealer Conflicts of Interest
On October 14, 2013, FINRA issued a Report on Conflicts of Interest. The report summarizes FINRA’s observations following an initiative, launched in July 2012, to review conflict management policies and procedures at a number of broker-dealer firms. The report focuses on approaches to identifying and managing conflicts of interest in three broad areas: enterprise-level conflicts […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Conflicts of interest, Disclosure, FINRA, Investment advisers, Securities regulation
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FDIC Cautions Financial Institutions Regarding Increase in D&O Insurance Exclusions
The FDIC last week issued a Financial Institution Letter advising financial institutions and their directors and officers of the increased use of exclusionary terms or provisions in D&O policies, and the resulting increased risk of uninsured personal civil liability for directors and officers. (FIL-47-2013, October 10, 2013). The FDIC Letter urges the directors of financial […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Banks, Boards of Directors, Covington & Burling, D&O insurance, Director liability, FDIC, Financial institutions, Financial regulation, Insurance, Management
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