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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
No, GCs Should Not Be on the Board
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This post is based on an article that appeared in Corporate Counsel. A provocative headline recently topped a CorpCounsel.com story: “Should GCs Be on the […]
Click here to read the complete postCourt Curtails Territorial Reach of Criminal Liability Under Section 10(b)
On August 30, 2013, the United States Court of Appeals for the Second Circuit unanimously held that Section 10(b) of the Securities Exchange Act of 1934 (“Section 10(b)”) does not apply to extraterritorial conduct, “regardless of whether liability is sought criminally or civilly.” Interpreting the scope of the Supreme Court’s landmark ruling in Morrison v. […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate liability, DOJ, Exchange Act, Extraterritoriality, Jurisdiction, Morrison v. National Australia Bank Ltd., SEC, Section 10(b), Securities enforcement, Securities fraud, Securities litigation, U.S. federal courts
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What Should We Do About Multijurisdictional Litigation in M&A Deals?
Companies and their investors have been battling over the value of representative shareholder litigation since at least the 1940’s. Investors argue that managerial agency costs are high and that class actions and derivative suits are key shareholder monitoring mechanisms that they can deploy to keep managers in line. Companies believe that representative litigation claims are […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Forum selection, Jurisdiction, Merger litigation, Shareholder suits
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Cross-Border Schemes of Arrangement and Forum Shopping
The English scheme of arrangement has existed for over a century as a flexible tool for reorganising a company’s capital structure. Schemes of arrangement can be used in a wide variety of ways. In theory a scheme of arrangement can be a compromise or arrangement between a company and its creditors or members about anything […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged Capital structure, Cross-border transactions, Distressed companies, EU, Europe, Forum selection, International governance, Jurisdiction, Liquidation, Restructurings, UK
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Taking a Fresh Look at Board Composition
Many boards today are trying to figure out if they have the proper skills and experience to guide their companies now and in the future. Each board needs to consider whether the backgrounds and experience of its existing directors are appropriate or if new skills are needed. Recently, some critics have been outspoken about their […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board evaluation, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity, Surveys
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Dodd-Frank Moratorium Ends on Bank Charters for Commercial Firms
This post addresses the end of the Dodd-Frank Act moratorium on the ability of “commercial firms” to acquire FDIC-insured banks that are excluded from the definition of “bank” in the Bank Holding Company Act: industrial banks (or “ILCs,” as they are commonly labeled) and credit card banks. The moratorium, set forth in section 603 of […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Bank Holding Company Act, Banks, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, GAO
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SEC Adopts Changes to Broker-Dealer Rules
The US Securities and Exchange Commission recently adopted important changes to the financial responsibility rules for securities broker-dealers, including changes to the regulatory capital and regulatory reporting rules. The new rules include important regulatory capital changes in relation to acting as agent in securities lending, assumption of broker-dealer expenses, and important new recordkeeping and reporting […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Broker-dealers, Capital requirements, Financial institutions, Financial regulation, Reporting regulation, SEC, SEC rulemaking, Securities regulation
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When Do Shareholders Care About CEO Pay?
With recent legislation mandating that publicly traded corporations submit CEO compensation for a nonbinding shareholder vote, a systematic understanding of how shareholders vote under such circumstances has never been so important. Using simulated say-on-pay votes, this post investigates how different levels of CEO pay and company performance can interact to influence how shareholders vote. In […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Dodd-Frank Act, Executive Compensation, Management, Pay for performance, Say on pay, Shareholder voting, The Conference Board
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Agencies Re-Propose Rule Implementing Risk Retention Requirements of Dodd-Frank Act
On August 28, 2013, the FDIC, OCC, FRB, SEC, Federal Housing Finance Agency, and Department of Housing and Urban Development (collectively, the “Agencies”) issued a second Notice of Proposed Rulemaking (the “revised proposal”) that would implement the risk retention requirements of Section 941 of the Dodd-Frank Act, which amended the Securities Exchange Act of 1934 […]
Click here to read the complete postFacts Behind 2013 “Turnaround” Success for Say on Pay Votes
The 2013 proxy season marked the third year of Advisory Vote on Executive Compensation (a.k.a. Management Say on Pay, or MSOP proposals) as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act. This post looks at some of the interesting facts relating to the 39 companies that received majority shareholder support for their […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Compensation consultants, Executive Compensation, Georgeson, Management, Proxy advisors, Proxy season, Proxy voting, Say on pay
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