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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
Corporate Short-Termism – In the Boardroom and in the Courtroom
Last month I posted to SRRN Corporate Short-Termism – In the Boardroom and in the Courtroom, which the Business Lawyer will publish this August. In this paper, I examine a long-held view in corporate circles has been that furious rapid trading in stock markets has been increasing in recent decades, justifying more judicial measures that […]
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Posted in Academic Research, Boards of Directors, HLS Research
Tagged Board Insulation, Boards of Directors, Management, Short-termism
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Preferring Foreign Depositors
The Federal Deposit Insurance Corporation has issued a proposed regulation intended to address an emerging issue in international banking: how to grant non-US branch deposits equal treatment with US deposits in the event of the bank’s insolvency. Below are both big-picture and technical issues that need to be addressed in order to make the proposal […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Depository banking, FDIC, Financial regulation, Foreign banks, International governance
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Responding to Objections to Shining Light on Corporate Political Spending (4): The Claim that Such Disclosure Would Give a Political Advantage to Unions
In our first three posts in this series (available here, here and here), we examined three objections raised by opponents of mandating disclosure of political spending and explained why these objections provide no basis for opposing such rules. In this post, we focus on a fourth objection that opponents of these rules have raised: the […]
Click here to read the complete postBDCs and 1940 Act Funds
Goldman Sachs’ recent filing with the Securities and Exchange Commission (SEC) to launch a “business development company,” or BDC, should be of interest to financial services companies, particularly banking institutions structuring and restructuring their operations and product offerings to comply with the Volcker Rule’s prohibitions on investing in and sponsoring “covered funds.” A BDC is […]
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Posted in Banking & Financial Institutions, Practitioner Publications, Securities Regulation
Tagged Financial institutions, Goldman Sachs, Investment Company Act, SEC, Securities regulation, Volcker Rule
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“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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