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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
A New Playbook Part 2 — Global Securities Enforcement Stepping Up
About a year ago, we published A New Playbook for Global Securities Litigation and Regulation, in which we detailed dramatic changes in the global securities regulatory and litigation arena driven by various factors, including not only the financial crisis of 2007-2008, but also changes in tolerance in the United States to litigation brought by foreign […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Canada, EU, Financial reform, International governance, LIBOR, Public firms, Regulators, Securities enforcement, Securities litigation, Securities regulation, UK
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Shareholder Proxy Access in Small Publicly Traded Companies
In Business Roundtable v. SEC, the DC Court of Appeals struck down the proxy access rule giving certain shareholders access to the corporate proxy on the grounds that the SEC failed to adequately fulfill its requirement to consider the impact of new rules on “efficiency, competition, and capital formation.” The Court offered a blistering critique […]
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Posted in Academic Research, Corporate Elections & Voting
Tagged Business Roundtable v. SEC, Cost-benefit analysis, Dodd-Frank Act, Proxy access, Public firms, SEC, SEC rulemaking
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Board Composition and Firm Value — Lessons from Lawyer-Directors
Within the standard framing, directors monitor managers in order to help align shareholder-manager interests and minimize the agency costs that arise within public companies. A principal goal has been to reinforce director independence in light of the conventional wisdom that independent directors are the most effective monitors. Directors, however, are more than just agency-cost-reducers. As […]
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Posted in Academic Research, Boards of Directors
Tagged Board composition, Boards of Directors, Public firms
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Court: Disclosure of SEC Investigation Insufficient to Plead Loss Causation
The US Court of Appeals for the Eleventh Circuit recently issued an important decision that addresses two types of allegations that plaintiffs routinely rely on to plead loss causation in federal securities fraud cases. In Meyer v. Greene, 2013 US App. LEXIS 4187 (11th Cir. Feb. 25, 2013), the Eleventh Circuit appears to have become […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, Loss causation, SEC, SEC investigations, Securities fraud, Securities litigation, U.S. federal courts
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Governance Buffett Style
In Warren Buffett’s model of corporate governance, managers are stewards of shareholder capital. The best managers think like owners in making business decisions. They have shareholder interests at heart. But even first-rate managers will sometimes have interests that conflict with those of shareholders. How to ease those conflicts and to nurture managerial stewardship have been […]
Click here to read the complete postThe Board, Social Media and Regulation FD
The widespread use of social media in today’s global marketplace presents opportunities and challenges for all financial market participants, including boards of directors, investors and regulators. While social media outlets provide unprecedented pathways for companies to engage actively with investors, both large and small, as well as with reporters, analysts, customers, suppliers and other members […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Regulation FD, SEC, Securities regulation
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The Uneasy Case for Favoring Long-term Shareholders
The power of short-term shareholders in widely-held public firms is widely blamed for “short-termism”: directors and executives feel pressured to boost the short-term stock price at the expense of creating long-term economic value. The recent financial crisis, which many attribute to the influence of short-term shareholders, has renewed and intensified these concerns. To reduce short-termism, […]
Click here to read the complete postAssessing Vague Shareholder Proposals Under Rule 14a 8(i)(3)
During the 2012 proxy season, the SEC staff concurred that a number of high profile shareholder proposals could be excluded from company proxy statements because various key terms in the proposals were not adequately defined or explained within the text of the proposal and supporting statement. See e.g., WellPoint, Inc. (SEIU Master Trust) (avail. Feb. […]
Click here to read the complete postEmerging Challenges for Regulating Global Capital Markets
We in America have been blessed with a wonderful combination of geography, natural resources, and free market principles. These and other factors have allowed our economy and our financial system, including our capital markets, to thrive in the post-World War II era. Although the United States has suffered its share of financial crises, most recently […]
Click here to read the complete postProposed NASDAQ Rule Requires Internal Audit Function at Listed Companies
The NASDAQ Stock Market LLC (Nasdaq) recently filed with the Securities and Exchange Commission (SEC) a proposed rule [1] requiring listed companies to establish and maintain an internal audit function. [2] The SEC is soliciting comments on the proposed rule through March 29, 2013. [3] Under the proposed rule, the internal audit function would be […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Audit committee, Audits, Internal auditors, Internal control, NASDAQ, Risk management, SEC, SEC rulemaking
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