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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
The Small-Cap M&A Litigation Problem
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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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Boards of Directors, Delaware cases, Delaware law, Disclosure, Management, Merger litigation, Shareholder suits
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2013 Mid-Year Securities Enforcement Update
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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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Dodd-Frank Act, Financial reporting, Insider trading, Investment advisers, Pension funds, SEC, Securities enforcement, Securities regulation
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Does the Location of Directors Matter?
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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Posted in Academic Research, Boards of Directors, Empirical Research, Executive Compensation
Tagged Boards of Directors, Executive Compensation, General governance, Information environment, Management, Outside directors
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Proposed Changes to Basel III Leverage Ratio Framework
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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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Credit exposure, Financial institutions, Financial regulation, International governance, Leverage
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Emerging Themes in Canadian Fiduciary Law for Pension Trustees
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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Posted in Academic Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Canada, Fiduciary duties, Institutional Investors, International governance, Pension funds
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Changing Banking for Good or for Better?
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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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Banks, Financial institutions, Financial regulation, International governance, UK
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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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