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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 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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Breaking Down FINRA’s Revised Proposed Fixed-Income Research Rule
In the fourth quarter of 2012, FINRA published Regulatory Notice 12-42 (the “Revised Proposal”), amending its proposal for substantive regulation of fixed-income research by FINRA-member firms. [1] The Revised Proposal represents the revision of FINRA’s earlier proposal, and modifies that proposal in meaningful ways. [2] Executive Summary: The Revised Proposal amends FINRA’s earlier proposal. In […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Disclosure, FINRA, Institutional Investors, Securities regulation
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Leaning, Cleaning, and Macroprudence
Since the mid-1990s, and particularly since the global financial dramas of 2008-09, authorities on financial regulation have come increasingly to counsel the inclusion of macroprudential policy instruments in the standard ‘toolkit’ of finance-regulatory measures employed by financial regulators. The hallmark of this perspective is its focus not simply on the safety and soundness of individual […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Banks, Financial crisis, Financial institutions, Financial regulation, Oversight
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Takeover Litigation in 2012
Takeover litigation continued unabated in 2012 according to our just released annual report Takeover Litigation in 2012. We find that 91.7% of transactions in 2012 experienced litigation almost at an almost identical rate as 2011 when 91.4% of transactions experienced litigation. This figure continues the increasing trend of takeover litigation which is now brought at […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Attorneys' fees, Delaware law, Jurisdiction, Merger litigation, Takeovers
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Friendly Tender Offers and Related Issues – A Teaching Tool
In late 2011, I had the privilege of chairing a panel presentation in New York City on negotiating acquisitions of public companies in transactions structured as friendly tender offers. In September 2012, I chaired a follow-up panel presentation on the same topic. Both presentations took place at the annual Institute on Corporate, Securities, and Related […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Negotiation, Public firms, Tender offer
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Bank Regulation and Supervision in 180 Countries from 1999 to 2011
Motivating an investigation of bank regulation and supervision is easy. One can point to the global banking crisis of 2007-2009, the banking problems still plaguing many European countries in 2013, and the more than 100 systemic banking crises that have devastated economies around the world since 1970. All these crises reflect, at least partially, defects […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Banks, Financial institutions, Financial policies, Financial regulation, International governance, World Bank
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