-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
Shareholder Activism in the UK: An Introduction
This post provides a summary of certain principles of English law and UK and European regulation applicable to UK-listed public companies and their shareholders that may affect shareholder activism, namely (i) stake-building, (ii) shareholders’ rights to require companies to hold general meetings, (iii) shareholders’ rights to propose resolutions at annual general meetings and (iv) recent […]
Click here to read the complete post
Posted in Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged International governance, Shareholder activism, Shareholder meetings, Shareholder rights, UK
Comments Off on Shareholder Activism in the UK: An Introduction
Systemic Risk and Stability in Financial Networks
The recent financial crisis has rekindled interest in the relationship between the structure of the financial network and systemic risk. Two polar views on this relationship have been suggested in the academic literature and the policy world. The first maintains that the “incompleteness” of the financial network can be a source of instability, as individual […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress
Tagged Banks, Financial institutions, Liquidity, Risk, Shocks, Systemic risk
Comments Off on Systemic Risk and Stability in Financial Networks
SEC Responds to Rule 15a-6 and Foreign Broker-Dealer FAQs
On March 21, 2013, the staff of the Division of Trading and Markets (the “Staff”) of the US Securities and Exchange Commission (the “SEC”) released responses reflecting the Staff’s views on frequently asked questions (the “FAQs”) relating to Rule 15a-6 (“Rule 15a-6” or the “Rule”) under the US Securities Exchange Act of 1934, as amended […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Cross-border transactions, Exchange Act, International governance, Registration exemptions, Rule 15a-6, SEC, Securities regulation
Comments Off on SEC Responds to Rule 15a-6 and Foreign Broker-Dealer FAQs
Board Oversight of Risk Management: Valuable Guidelines from JPMorgan Chase
The current public controversy notwithstanding, valuable governance lessons arise from JPMorgan Chase’s internal analysis of the highly public 2012 losses in its synthetic credit portfolio; the saga of the so-called “London Whale”. The internal JPMorgan analysis should not be confused with the March 15 report on the “Whale Trades” issued by the Senate Permanent Subcommittee […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Board monitoring, Boards of Directors, JPMorgan, Risk committee, Risk management, Risk oversight
Comments Off on Board Oversight of Risk Management: Valuable Guidelines from JPMorgan Chase
Responding to Objections to Shining Light on Corporate Political Spending (1): The Claim of Immateriality
A committee of academics that we co-chaired has submitted a rulemaking petition urging that the SEC develop rules requiring disclosure of corporate political spending. Our petition has attracted more than 490,000 comment letters, the overwhelming majority of which support the petition. The petition has also attracted opponents, including prominent members of Congress, the Wall Street […]
Click here to read the complete postProposed Amendments to Delaware Law Would Facilitate Tender Offer Structures
The Delaware bar has recently proposed an amendment to the Delaware General Corporation Law that is likely to facilitate the use of tender offer structures, especially in private equity deals. The new proposed Section 251(h), which is expected to be approved by the legislature and governor with an effective date of August 1, would permit […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Delaware law, Delaware legislation, DGCL, Private equity, Shareholder voting, Tender offer
Comments Off on Proposed Amendments to Delaware Law Would Facilitate Tender Offer Structures
Inefficient Results in the Market for Corporate Control
In my article on Inefficient Results in the Market for Corporate Control: Highest Bidders, Highest-Value Users and Socially-Optimal Owners, I argue that, unlike in most other markets, in the market for corporate control allocating resources to the highest bidder will often not produce an efficient result. That is, because of unusual features of that market, […]
Click here to read the complete post
Posted in Academic Research, Mergers & Acquisitions
Tagged Bidders, Efficiency, Strategic buyers, Target firms
Comments Off on Inefficient Results in the Market for Corporate Control
36 Declassification Proposals Going to a Vote in April and May
Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is Counsel at the SRP. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Program News & Events
Tagged Classified boards, Florida SBA, Institutional Investors, Los Angeles County Employees Retirement Association, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, PRIM, School Employees Retirement System of Ohio, Shareholder proposals, Shareholder Rights Project, Staggered boards
Comments Off on 36 Declassification Proposals Going to a Vote in April and May
Bank Corporate Governance and the New Supervisory Framework
Having transformed U.S. bank regulation, Dodd-Frank implementation is now reshaping bank corporate governance. Recent rulemakings and proposals by the Board of Governors of the Federal Reserve System (Federal Reserve) point to a far more prescriptive approach to corporate governance for significant bank holding companies and significant foreign banking organizations with U.S. operations (FBOs) than traditionally […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Banks, Boards of Directors, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Management
Comments Off on Bank Corporate Governance and the New Supervisory Framework
Better Governance of Financial Institutions
Banks are special, so is corporate governance of banks. It differs considerably from general corporate governance. Specific corporate governance needs exist also for insurance companies and other financial institutions. This article, Better Governance of Financial Institutions, analyzes the economic, legal and comparative research on governance of financial institutions and covers the reforms by the European […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation
Tagged Banks, Financial institutions, Financial reform, Financial regulation, General governance, International governance
Comments Off on Better Governance of Financial Institutions