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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
2013 Mid-Year FCPA Update
Significant FCPA developments continued apace during the first six months of 2013. After a relative downtick in 2012, the first half of 2013 saw criminal enforcement of the statute return to the robust levels of recent years. With approximately 60 devoted prosecutors and enforcement attorneys, whose efforts are frequently supplemented by their colleagues in the […]
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Posted in Corporate Social Responsibility, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Compliance & ethics, Corporate crime, Corporate Social Responsibility, DOJ, FCPA, International governance, Misconduct, SEC, SEC enforcement
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SEC’s New Reg D Rules and Private Fund Offerings
On July 10, 2013, the U.S. Securities and Exchange Commission (the “SEC”) approved final rules that eliminate the prohibition against general solicitation and general advertising (collectively referred to herein as “general solicitation”) in certain offerings of securities pursuant to Rule 506 of Regulation D (“Reg D”) and Rule 144A under the Securities Act of 1933, […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Private funds, Private placements, Rule 506, SEC, SEC rulemaking, Securities Act, Securities regulation, Solicitation
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Boards-R-Us: Reconceptualizing Corporate Boards
Imagine there were a state law requiring legal services to be provided by individual sole proprietorships. Companies would have to hire individual lawyers, who could then contract with others for information, expertise, support, and so on. Such a law might be motivated by a belief that lawyers would be more careful acting alone or that […]
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Posted in Academic Research, Boards of Directors
Tagged Boards of Directors, General governance
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Communication Practices in CEO Succession
A review of the CEO succession announcements made by S&P 500 companies in 2012 showed that they typically included details on when the succession would take effect, why the departing CEO is leaving, and whether the incoming CEO will be named board chairman; a statement by the departing CEO on his/her belief that the board […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Executive turnover, Form 8-K, Management, Public firms, Shareholder communications, Succession, The Conference Board
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Final Capital Rules Adopted
On July 2, 2013, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued a final capital rule that overhauls its existing capital adequacy rules and implements both the Basel III Capital Framework issued by the Basel Committee on Banking Supervision (the “Basel Committee”) in 2010 and certain requirements imposed by the […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Leverage
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2013 Mid-Year Update on Corporate Deferred Prosecution and Non-Prosecution Agreements
Deferred Prosecution Agreements (“DPAs”) and Non-Prosecution Agreements (“NPAs”) (collectively, “agreements”) continue to be a consistent vehicle for prosecutors and companies alike in resolving allegations of corporate wrongdoing. In the two decades since their emergence as an alternative to the extremes of indictment and outright declination, DPAs and NPAs have risen in prominence, frequency, and scope. […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate crime, Corporate fraud, Deferred prosecution agreements, DOJ, FCPA, International governance, Non-prosecution agreement, SEC, SEC enforcement, UK
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The Capital Structure Decisions of New Firms
Understanding how capital markets affect the growth and survival of newly created firms is perhaps the central question of entrepreneurial finance. Yet, much of what we know about entrepreneurial finance comes from firms that are already established, have already received venture capital funding, or are on the verge of going public—the dearth of data on […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research
Tagged Banks, Capital structure, Credit supply, Debt, Entrepreneurs, Risk
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The Landscape of CEO Succession Issues
A board’s decision as to whether, when and how to terminate the employment of a CEO and hire a successor is among the most critical decisions facing the board of any company—large or small, public or private, established or start-up. In most cases, however, a CEO termination is a rare event and one with respect […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Executive turnover, Management, Succession
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Shareholder Proposal Developments During the 2013 Proxy Season
Shareholder proposals continued to attract significant attention during the 2013 proxy season. This post provides an overview of shareholder proposals submitted to public companies during the 2013 proxy season, including statistics, notable decisions from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on no-action requests [1] and other Staff guidance, majority […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Bebchuk v. Electronic Arts, Proxy season, Shareholder proposals, Shareholder voting
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Evidence on the Properties of Retiring CEOs’ Forecasts of Future Earnings
Theory suggests that Chief Executive Officers (CEOs) with short horizons with their firm have weaker incentives to act in the best interest of shareholders (Smith and Watts 1982). To date, research examining the “horizon problem” focuses on whether CEOs adopt myopic investment and accounting policies in their final years in office (e.g., Dechow and Sloan […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Executive turnover, Forecasting, Incentives, Management
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