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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
SEC Hits ‘Reset’ on Failure to Supervise Liability
On September 30, 2013, the U.S. Securities and Exchange Commission (SEC)—quietly, and with little fanfare—released an informal statement of policy in the form of frequently asked questions (FAQ), in which it addressed its recent case against Ted Urban. [1] In doing so, the SEC shed light on when and how the agency will seek to […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Corporate crime, Liability standards, Pepper Hamilton, SEC, SEC enforcement, Securities regulation
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Executive Compensation—It Just Won’t Go Away
Over the last several years executive compensation has been an issue that has received a lot of attention from Wall Street, union pension funds, activists, and others. The Dodd-Frank Say-on-Pay mandate was put in place and early on there was surprising push back from shareholders. There were results that have been tracked about the impact […]
Click here to read the complete postSEC Enforcement Focusing on Rule 105 of Regulation M
On September 16, 2013, the Securities and Exchange Commission (“SEC”) charged over 20 firms with violations of Rule 105 of Regulation M of the Securities Exchange Act of 1934 (“Rule 105” or “the Rule”), which prohibits the purchase of securities in a secondary offering when the buyer has a short position, as that term is […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Exchange Act, Rule 105, SEC, SEC enforcement, Securities enforcement, Securities regulation, Short sales
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US Basel III Liquidity Coverage Ratio Proposal
Overview of U.S. Liquidity Coverage Ratio Proposal The Federal Reserve, OCC and FDIC have issued a proposal to implement the Basel III liquidity coverage ratio (LCR) in the United States. Part of the Basel III liquidity framework, the LCR requires a banking organization to maintain a minimum amount of liquid assets to withstand a 30-day […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Financial institutions, Financial regulation, International governance, Leverage, Liquidity, Margin requirements, SIFIs, Systemic risk
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ISS Proposes Limited Updates to 2014 Voting Policy
Institutional Shareholder Services, the influential proxy advisory firm, has published for public comment two proposed changes to its proxy voting guidelines for U.S. companies. The proposals are limited and do not include any change related to the effect of longer board tenure on director independence. ISS had previously surveyed institutional investors and public companies on […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, ISS, Pay for performance, Peer groups, Performance measures, Proxy advisors, Proxy voting, Say on pay, Shareholder proposals
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Boards Should Minimize the Role of Proxy Advisors
The boards of public companies are increasingly being assessed by a hoard of short-term focused “activist” investors and an increasingly third-party-advised stockholder base that relies heavily on proxy advisory firms to make important voting decisions for them. It is estimated that over 75 percent of all shares of public companies are held in a managed […]
Click here to read the complete postShareholder Votes and Proxy Advisors: Evidence from Say on Pay
In our paper, Shareholder Votes and Proxy Advisors: Evidence from Say on Pay, which was recently accepted for publication at the Journal of Accounting Research, my co-authors (Yonca Ertimur of the University of Colorado at Boulder and David Oesch of the University of St. Gallen) and I examine the economic role of proxy advisors. As […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Dodd-Frank Act, Executive Compensation, Glass Lewis, ISS, Proxy advisors, Say on pay, Shareholder activism, Shareholder voting
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Towards Board Declassification in One-Hundred S&P 500 and Fortune 500 Companies
Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is the SRP’s Counsel. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded […]
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Posted in Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged Classified boards, Florida SBA, Institutional Investors, Los Angeles County Employees Retirement Association, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, PRIM, School Employees Retirement System of Ohio, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Harnessing Crowdfunding to Help Small Businesses, While Protecting Investors
Today [Oct. 23, 2013], the Commission is proposing new rules to implement Title III of the JOBS Act, which exempts qualifying crowdfunding transactions from the registration and prospectus delivery requirements of the Securities Act. The new Regulation Crowdfunding is expected to be used primarily by small companies. As is well known, although personal savings is […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Crowdfunding, Investor protection, JOBS Act, Risk, SEC, SEC rulemaking, Securities Act, Securities fraud, Securities regulation, Small firms
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SEC Proposes Crowdfunding Rules Under JOBS Act
On October 23, 2013, the Securities and Exchange Commission proposed rules under the JOBS Act that would permit startups and other businesses to raise investment capital through “crowdfunding”—the process of seeking relatively small investments from a broad group of investors via the Internet. Crowdfunding has historically not been used to raise investment capital (as opposed […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Crowdfunding, Disclosure, JOBS Act, SEC, SEC rulemaking, Securities regulation, Small firms
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