Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

District Court Upholds SEC Conflict Minerals Rule

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, August 2, 2013

On July 23, 2013, the District Court for the District of Columbia upheld Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act“), which was promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Rule 13p-1 requires […]

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Strengthening Oversight of Broker-Dealers to Prevent Another Madoff

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, August 1, 2013

The facts surrounding Bernie Madoff’s unprecedented fraud are well-known. Through a Ponzi scheme, he stole untold billions over decades. What is not as well-appreciated is that during the vast majority of this time, he operated solely as a registered broker-dealer. This led to the inevitable conclusion that the regulatory framework for broker-dealer custody required urgent […]

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Sustainability Disclosure in Annual Reports and Proxy Statements

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, August 1, 2013

Public interest groups and socially responsive investors have been for decades pushing for increased sustainability (also known as environmental, social, and governance or ESG) disclosure by public companies. Surprisingly, many mainstream investors (in the United States and worldwide) are now joining the call for better and more uniform sustainability disclosure, arguing that such disclosure is […]

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Posted in Accounting & Disclosure, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications, Securities Regulation | Tagged , , , , , , , | Comments Off on Sustainability Disclosure in Annual Reports and Proxy Statements

NYSE Eliminates 50% Quorum Requirement

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 31, 2013

On July 11, 2013, the Securities and Exchange Commission published a proposal by the New York Stock Exchange to amend Section 312.07 of the Listed Company Manual, which became effective immediately. Section 312.07 has been revised to remove the requirement that the total votes cast on proposals requiring shareholder approval under the NYSE rules must […]

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The Small-Cap M&A Litigation Problem

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, July 31, 2013

With the recent proliferation of lawsuits challenging M&A transactions, it has become increasingly common for stockholders to challenge “small-cap” transactions. Historically, small transactions were not challenged in the absence of a direct conflict of interest, such as a management-led buyout. Unfortunately, stockholder litigation brought against small-cap M&A deals can significantly increase the cost of the […]

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2013 Mid-Year Securities Enforcement Update

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, July 30, 2013

I. Overview of the First Half of 2013 The first six months of 2013 represented a time of transition for the SEC’s enforcement program, with a new Chairman and new Co-Directors for the Division of Enforcement at the helm. It is too soon to predict exactly how they may reshape the program—in contrast with this […]

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Does the Location of Directors Matter?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, July 30, 2013

s delegated monitors of top management on behalf of shareholders, corporate boards of directors rely critically on information about the firm in making governance decisions. Theoretical research in corporate governance shows how a board’s ability to obtain and use information is closely related to key aspects of board structure, such as size and independence (Raheja […]

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Proposed Changes to Basel III Leverage Ratio Framework

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 29, 2013

On the heels of publishing the U.S. Basel III final rule, the U.S. banking agencies have proposed higher leverage capital requirements for the eight U.S. bank holding companies that have been identified as global systemically important banks (“Covered BHCs”) and their insured depository institution (“IDI”) subsidiaries. The higher leverage capital requirements, which we are calling […]

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Emerging Themes in Canadian Fiduciary Law for Pension Trustees

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, July 29, 2013

As society increasingly faces governance challenges at all levels, there is a growing recognition of the need to take a longer term and more systemic view. Given the overwhelming incentives for myopic leadership (and action), our common law system—where courts respond to specific fact situations—may play a critical role. One avenue is likely through the […]

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Changing Banking for Good or for Better?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, July 28, 2013

The UK Parliamentary Commission on Banking Standards (the “Commission”) published its much anticipated report (the “Report”) [1] on 19 June 2013 entitled “Changing Banking for Good”. The Government provided its response (the “Response”) [2] to the Report on 8 July 2013, stating that it agrees with the principal recommendations of the Report. It states, however, […]

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