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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
“Bold” Enforcement Envisioned following the Confirmation of Mary Jo White As SEC Chair
The Securities and Exchange Commission is undergoing a period of transition due to a series of recent changes in top leadership positions. On April 8, 2013, the U.S. Senate confirmed the nomination of Mary Jo White as the new Chairman of the SEC, and, on April 10, she was officially sworn in as the 31st […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged SEC, SEC enforcement
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Regulation of Cross-Border OTC Derivatives Activities: Finding the Middle Ground
Today at the SEC and in government agencies around the world, regulators are shaping the rules that will govern the way over-the-counter derivatives are transacted. It’s a crucial task given the magnitude and importance of this market to the international financial system. In the process, all of us are grappling with the fact that these […]
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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Cross-border transactions, Dodd-Frank Act, International governance, OTC derivatives, SEC, Securities regulation, Swaps
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A Call on U.S. Independent Directors to Develop Shareholder Engagement Strategies
We are witnessing a change in sentiment about independent director involvement in engagement meetings with shareholders. These interactions help to: Establish respect and understanding; Create a culture of no surprises; and Assess the quality and independence of directors by permitting shareholders the opportunity to learn how key board functions are managed and overseen. To facilitate […]
Click here to read the complete postCEO Contract Design: How Do Strong Principals Do It?
In our paper, CEO Contract Design: How Do Strong Principals Do It?, forthcoming in the Journal of Financial Economics, we contribute a new perspective on executive compensation research by studying changes to CEO employment contracts implemented by some of the most sophisticated and financially savvy principals in U.S. capital markets: private equity sponsors. If the […]
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Posted in Academic Research, Executive Compensation, Private Equity
Tagged Buyouts, Executive Compensation, Management, Management contracts, Private equity
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Institutional Investors: Power and Responsibility
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at a recent CEAR Workshop in Atlanta, GA; the full text, including footnotes, is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Executive Compensation, General governance, Institutional Investors, Institutional voting, Management, SEC, Securities regulation, Transparency
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Dismantling Large Bank Holding Companies
Mammoth bank holding companies (BHCs) have contributed to the 2008 crisis. Their “contribution” may stem from their structure. Most BHCs are not banks but “financial malls,” of “shops” serving as brokers-dealers, underwriters, advisers (to mutual funds, trust funds, and wealthy individuals), banks proper, insurance, lending, “securitizers,” guarantors and traders for the BHCs’ own account, and […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Banks, Financial crisis, Financial institutions, Financial regulation, Restructurings
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Got Financing? You May Have to Extend Your Tender Offer
Recent news coverage has suggested that the Staff of the U.S. Securities and Exchange Commission (the “SEC”) has taken a position interpreting its tender offer rules that represents a significant new development. In actuality, however, the Staff has for some time taken the position that the satisfaction of a financing condition in a tender offer […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Bidders, Financing conditions, SEC, Securities regulation, Tender offer
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The Myth that Insulating Boards Serves Long-Term Value
In a new study, The Myth that Insulating Boards Serves Long-Term Value (forthcoming, Columbia Law Review, October 2013), I comprehensively analyze – and debunk – the view that insulating corporate boards serves long-term value. Advocates of board insulation claim that shareholder interventions, and the fear of such interventions, lead companies to take myopic actions that […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, HLS Research, Program News & Events
Tagged Board Insulation, Boards of Directors, Entrenchment, Hedge funds, Investor horizons, Long-Term value, Shareholder activism, Short-termism, Takeover defenses
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Basel Committee Proposes to Double Down on Counterparty Exposure Limits
On March 26, the Basel Committee on Banking Supervision (“Basel Committee”) published a Consultative Document in which it proposes a revised supervisory framework for measuring and controlling large counterparty exposures (“Proposal,” or “Exposure Framework”) of systemically important financial institutions (“SIFIs”). Comments on the Proposal are due by June 28, 2013.
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Financial institutions, International governance, Risk management, SIFIs
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Empty Voting Revisited: The Telus Saga
This blog has repeatedly reported on the use of empty voting strategies at the Canadian telecommunications provider Telus Corporation. (see, e.g., here and here). Empty voting – that is, the strategic separation of economic risk from voting rights – has been considered by courts, regulators and academics over the past years in various forms. The […]
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Posted in Academic Research, Corporate Elections & Voting, Court Cases, International Corporate Governance & Regulation
Tagged Canada, Dual-class stock, Empty voting, Hedge funds, International governance, Regulators
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