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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
Court of Chancery Reaffirms Validity of Forum Selection Charter Provision
The Delaware Court of Chancery recently determined that forum selection provisions in corporate charters—much like forum selection bylaws—are presumptively valid, and provided guidance on the appropriate procedure to enforce such provisions against a stockholder who files suit in violation of them. Edgen Grp. Inc. v. Genoud, C.A. No. 9055-VCL (Del. Ch. Nov. 5, 2013) (Trans.). […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Charter & bylaws, Delaware cases, Delaware law, Forum selection, Shareholder suits
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Regulatory Agencies Re-Propose Risk-Retention Rules for Securitizations
On August 28, 2013, a consortium of U.S. banking, housing and securities regulators (the “Agencies”) [1] re-proposed the joint regulations (the “Re-Proposed Rules”), to implement Section 15G of the Securities Exchange Act of 1934. Section 15G requires the Agencies to prescribe joint regulations to require “any securitizer to retain an economic interest in a portion […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CLOs, Exchange Act, FDIC, Federal Reserve, Financial regulation, Mortgage lending, OCC, Risk management, SEC, SEC rulemaking, Securities regulation, Securitization, Skin in the game
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Do Fraudulent Firms Engage in Disclosure Herding?
In our paper, Do Fraudulent Firms Engage in Disclosure Herding?, which was recently made publicly available on SSRN, we present two new hypotheses regarding the strategic qualitative disclosure choices of firms involved in potentially fraudulent activity. First, these firms have incentives to herd with industry peers in order to escape detection. Second, these firms have incentives […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Audits, Corporate fraud, Disclosure, Peer groups, SEC, SEC enforcement
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Court Finds No Breach of Fiduciary Duties in Proxy Contest
In Red Oak Fund, L.P. v. Digirad Corp., the Delaware Court of Chancery held that the Digirad board of directors did not breach its fiduciary duties or create an unfair election process where: (i) preliminary election results that showed the incumbents in the lead were accidentally disclosed to a large stockholder; (ii) certain preliminary proxy […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Boards of Directors, Compliance and disclosure interpretation, Delaware cases, Delaware law, Earnings disclosure, Fiduciary duties, Poison pills, Proxy contests, Proxy voting, Shareholder elections
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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 […]
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