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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
ISS Releases Survey for 2014 Policy Updates
Institutional Shareholder Services (“ISS”), the most influential proxy advisory firm, today launched its annual global policy survey. Each year, ISS solicits comments in connection with its review of its proxy voting policies. At the end of this process, in November 2013, ISS will announce its updated proxy voting policies applicable to 2014 shareholders’ meetings. Results […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, ISS, Proxy advisors, Proxy season, Proxy voting, Surveys
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Banks and Commodities Trading
On July 19, 2013, Barbara Hagenbaugh, a spokeswoman for the Board of Governors of the Federal Reserve System (Federal Reserve) made the surprising announcement that the Federal Reserve “is reviewing the 2003 determination that certain commodity activities are complementary to financial activities and thus permissible for bank holding companies.” The statement, upon which the Federal […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Bank Holding Company Act, Banks, Commodities, Federal Reserve, Financial institutions, Financial regulation, Risk
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Current Thoughts About Activism
A long-term oriented, well-functioning and responsible private sector is the country’s core engine for economic growth, national competitiveness, real innovation and sustained employment. Prudent reinvestment of corporate profits into research and development, capital projects and value-creating initiatives furthers these goals. Yet U.S. companies, including well-run, high-performing companies, increasingly face: pressure to deliver short-term results at […]
Click here to read the complete postSmart Regulation: A Worthy and Achievable Goal
Business Roundtable CEOs, who lead major U.S. companies representing every sector of the economy, understand that well-conceived, science-based regulations are essential to protect human health and safety. Regulations can help ensure that businesses retain the capacity to innovate and simultaneously promote the health and welfare of our employees, customers and communities. But overlapping, conflicting and […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Business Roundtable, Federal Reserve, Financial regulation, Regulators, SEC, SEC rulemaking, Securities regulation
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Alternatives to LIBOR
Revelations that bank traders attempted to manipulate LIBOR, the London Interbank Offer Rate, on a widespread and routine basis over the course of many years have rocked the global financial community and fueled international calls for reform. In response, the U.K. Government completely overhauled the governance of LIBOR, adopting in full the recommendations of the […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Financial institutions, Financial reform, Financial regulation, Interest, International governance, LIBOR, UK
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FINRA Proposes to Disseminate Transaction Reports in Corporate Debt Securities
FINRA has proposed a trade-reporting rule change that would result in the public dissemination of secondary market transactions in corporate debt securities sold under Securities Act Rule 144A. If adopted, this change could affect secondary market transactions in a number of assets classes, including high-yield debt securities. Introduction On July 8, 2013, the US Financial […]
Click here to read the complete postSEC Rejects Proposed Settlement with Harbinger Capital and Its Manager
In a regulatory filing made on July 19, 2013, Harbinger Group, Inc. (Harbinger Group), a publicly traded investment company, announced that the US Securities and Exchange Commission (SEC) had rejected an agreement in principle that Harbinger Group had reached with the staff of the SEC’s Enforcement Division. The agreement was to settle allegations that Philip […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Hedge funds, Management, SEC, SEC enforcement, Securities enforcement
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Some Descriptive Data on Settlement Timing in Securities Class Actions
In a recent article in the PLUS Journal, we presented some simple statistics on settlement timing in securities class actions. The data cover cases filed between 2006 and 2010 and settled between 2006 and 2012. They come from a database we recently completed and will keep current. The article can be found on the PLUS […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Class actions, Securities damages, Securities litigation, Shareholder value
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2013 Amendments to the DGCL and DLLCA
The Delaware General Assembly has adopted, and Delaware’s governor has signed into law, several important amendments to the State’s General Corporation Law (the “DGCL”) and Limited Liability Company Act (the “DLLCA”). Of particular interest to corporate and M&A practitioners are the following provisions: New DGCL Section 251(h), which eliminates the need for stockholder approval of […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware law, Delaware legislation, DGCL, Fiduciary duties, Shareholder voting, State law
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Tax Avoidance and Geographic Earnings Disclosure
Multinational firms can avoid taxes through structured transactions among different jurisdictions (e.g., Rego 2003), such as reallocating taxable income from high-tax jurisdictions to low-tax ones (Collins et al. 1998). This type of income shifting significantly reduces tax revenues of governments in high-tax jurisdictions and potentially hinders domestic economic growth and other social benefits (e.g., GAO […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting standards, Arbitrage, Compliance & ethics, Disclosure, Earnings disclosure, Foreign income, IRS, Tax avoidance, Taxation
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