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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
Current SEC Priorities Regarding Hedge Fund Managers
This is truly an opportune time to examine the regulatory landscape for hedge funds and their advisers—many of you are probably returning from vacations during a summer that witnessed the third anniversary of the enactment of the Dodd-Frank Act and just in time for the effective date of some significant rulemakings relating to a private […]
Click here to read the complete postBreaking the Glass Ceiling: Women in the Boardroom
Paul Hastings is pleased to present the third edition of “Breaking the Glass Ceiling: Women in the Boardroom,” a comprehensive, global survey of the way different countries address the issue of gender parity on corporate boards. This edition is a supplement to our full 2012 report, and provides updates to jurisdictions with notable developments over […]
Click here to read the complete postBasel Committee and IOSCO Release Framework for Uncleared Derivatives Margin
The Basel Committee on Banking Supervision (“BCBS”) and the International Organization of Securities Commissions (“IOSCO”) on September 2 released their final policy framework on margin requirements for uncleared derivatives (the “Framework”). The Framework, which follows two proposals on the topic from BCBS and IOSCO (the “Proposals”), is intended to establish minimum standards for uncleared derivatives […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Basel Committee, Collateral, Derivatives, Financial institutions, Financial regulation, IOSCO, Margin requirements, Securities regulation, Swaps
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The Disciplinary Effects of Proxy Contests
In the paper, The Disciplinary Effects of Proxy Contests, which was recently made publicly available on SSRN, I study the effect of potential proxy contests on corporate policies and performance. The agency problem created by separation of ownership and control in publicly traded corporations with dispersed ownership is at the heart of corporate governance literature, […]
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Posted in Academic Research, Boards of Directors
Tagged Boards of Directors, Change in control, Proxy contests, Shareholder activism
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Deploying the Full Enforcement Arsenal
It is an honor to be here today [September 26, 2013]. The Council is an extremely important voice on behalf of investors and an excellent source of input for the SEC on new rules or guidance that is needed, existing rules that need to be changed and market practices that may be harming investors. As […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Deferred prosecution agreements, Dodd-Frank Act, JOBS Act, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation
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Recent Amendments to the DGCL and DLLCA
The State of Delaware recently enacted several significant changes to the Delaware General Corporation Law (“DGCL”) and the Delaware LLC Act (“LLC Act”). Section 251(h); Back-end Mergers. The most significant amendment to the DGCL is new Section 251(h) that, subject to certain exceptions, permits parties entering into a merger agreement to “opt in” to eliminate […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware law, Delaware legislation, DGCL, Public benefit corporations, Tender offer
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Providing Context for Executive Compensation Decisions
Today [September 18, 2013], the Commission takes an important step to comply with the Dodd-Frank Act’s requirements for better disclosure and accountability regarding executive compensation decisions at public companies. [1] As required by Section 953(b) of the Dodd-Frank Act, the Commission is proposing a rule to provide for disclosure of CEO-to-worker pay multiples. Reports show […]
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Posted in Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Compensation disclosure, Compensation ratios, Dodd-Frank Act, Executive Compensation, Pay for performance, Say on pay, SEC, SEC rulemaking, Securities regulation
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SEC Settles Regulation FD Case Against Former Vice President
On September 6, 2013, the Securities and Exchange Commission (SEC) announced that it had brought—and settled—a cease-and-desist case under Regulation Fair Disclosure (Reg. FD), which requires that public companies broadly disclose material nonpublic information to the public that their covered officers and employees intentionally or inadvertently disclose to market professionals and stockholders. The SEC charged […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disclosure, Exchange Act, Materiality, Regulation FD, SEC, SEC enforcement, Securities enforcement
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Preferring Foreign Depositors — The Final Rule
The Federal Deposit Insurance Corporation has issued a final rule adopting with virtually no change its proposed approach to depositor preference for deposits payable at foreign offices of US banks. While the rule will provide guidance for US banks responding to international efforts to require equal treatment of local branch deposits with home-country deposits in […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Depository banking, FDIC, Financial regulation, Foreign banks, International governance
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