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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
Clarifying Aiding and Abetting under the Commodities Exchange Act
On September 23, 2013, the United States Court of Appeals for the Second Circuit issued a decision clarifying the standard for aiding and abetting liability under the Commodities Exchange Act (“CEA”). The decision, in In re Amaranth Natural Gas Commodities Litigation, No. 12-2075-cv (2d Cir. Sept. 23, 2013), affirmed a judgment of the United States […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications
Tagged Clearing houses, Commodities Exchange Act, Corporate liability, Financial institutions, Futures, JPMorgan, Liability standards, U.S. federal courts
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CFTC Issues FAQ Regarding Commodity Options
On September 30, 2013, the Division of Market Oversight of the US Commodity Futures Trading Commission (CFTC) released responses to Frequently Asked Questions regarding Commodity Options (FAQ). While intended to be provide non-binding guidance to affected market participants, the FAQ also serves to highlight the significant complexity of the current analysis required for commodity options. […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Derivatives, Financial regulation, Securities regulation, Swaps
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Time is Money—Ticking Fees
In any transaction facing a meaningful delay between signing and closing, dealmakers on both sides of the table spend a considerable amount of time thinking about allocating the various risks resulting from that delay (e.g., regulatory, business and financing). Most of the discussion centers on “deal certainty,” with sellers focused on contract provisions that force […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Deal protection, Termination fees
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Insider Trading as Private Corruption
Fighting insider trading is clearly at the top of law enforcement’s agenda. In May 2011, Raj Rajaratnam, the former head of the Galleon Group hedge fund, received an eleven-year prison sentence for insider trading, the longest ever imposed. More recently, in July 2013, SAC Capital Advisors, a $15 billion hedge fund, was slapped with a […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Anti-corruption, Compliance & ethics, Corporate crime, Fiduciary duties, Insider trading, Misconduct, Securities enforcement
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A Simpler Approach to Financial Reform
There is a growing consensus that new financial reform legislation may be in order. The Dodd-Frank Act of 2010, while well-intended, is now widely viewed to be at best insufficient, at worst a costly misfire. Members of Congress are considering new and different measures. Some have proposed substantially higher capital requirements for the largest financial […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Dodd-Frank Act, Financial crisis, Financial institutions, Financial reform, Financial regulation, Risk management, Shadow banking
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2013 CPA-Zicklin Index of Corporate Political Accountability and Disclosure
Editor’s Note: Bruce F. Freed is president and a founder of the Center for Political Accountability. This post is based on the 2013 CPA-Zicklin Index of Corporate Political Disclosure and Accountability by Mr. Freed, Karl Sandstrom, Sol Kwon, and Peter Hardin; the full report is available here. Work from the Program on Corporate Governance about […]
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Posted in Accounting & Disclosure, Practitioner Publications
Tagged Accountability, CPA, Disclosure, Political spending, Transparency
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Focusing on Fundamentals: The Path to Address Equity Market Structure
As market professionals, you obviously live the U.S. equity markets first hand, day in and day out. As an association, you have used your voice to focus attention on the value of our equity markets—an all-important engine for capital formation, job creation, and economic growth. Like you, I believe that we must constantly strive to […]
Click here to read the complete postJudicial Resolution of Business Deadlock
Irreconcilable differences among joint owners are all too common in business entities, including closely-held companies such as general partnerships and LLCs. While many joint owners foresee possible deadlocks and include resolution mechanisms in their business agreements, others fail to do so. Judicial involvement may become necessary when a deadlock clause was included in the business […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Closely-held corporations, Corporate disputes, Information asymmetries, Partnerships
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Through the Investor Lens: Perspectives on Risk & Governance
Investors are looking at risks differently than in the past. The financial crisis that affected capital markets across the globe demonstrated that companies—and even whole economies—can be rocked to their core when the connections between lending practices, securitization programs, and capital and funding levels are not clearly understood and monitored. Investors today are expecting that […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Disclosure, Executive Compensation, Institutional Investors, Pension funds, Proxy voting, Risk assessment, Risk management, Shareholder communications, Surveys
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Preparing for the 2014 Proxy and Annual Reporting Season
While the proxy and annual reporting season for calendar year public companies typically heats up in the winter, by autumn preparations for the 2014 season should be underway. The following key issues for the upcoming season are discussed below: Current Say-on-Pay Considerations Say-When-on-Pay Compensation Committee Independence and Compensation Consultants NYSE Quorum Requirement Change Pending Dodd-Frank […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Audit committee, Boards of Directors, Compensation committees, Compensation consultants, Compensation disclosure, Disclosure, E-proxy, Executive Compensation, Proxy access, Proxy season, Say on pay, Shareholder voting
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