-
Supported By:
Subscribe or Follow
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
Recent Developments in Executive Compensation Litigation
I. Introduction In the current environment and in the wake of Dodd-Frank (and, before that, TARP) mandated rules requiring shareholder advisory votes on executive compensation, shareholder-plaintiffs have more aggressively challenged executive compensation decisions. In recent months, an active plaintiffs’ bar has filed a series of cases, which generally fall into three broad categories: “say-on-pay” litigation; […]
Click here to read the complete post
Posted in Court Cases, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Proxy disclosure, Say on pay, Shareholder suits, Taxation
Comments Off on Recent Developments in Executive Compensation Litigation
Rule 10b5-1 Plans: What You Need to Know
Rule 10b5-1 plans are back in the news. These plans are widely used by officers and directors of public companies to sell stock according to the parameters of the affirmative defense to illegal insider trading available under Rule 10b5-1, which was adopted by the SEC in 2000. Several recent Wall Street Journal articles suggest that […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation
Tagged Insider trading, Rule 10b-5-1, SEC, Securities regulation
1 Comment
Benefit-Cost Analysis for Financial Regulation
In the past few years, several important financial regulations have been struck down by the D.C. Circuit Court of Appeals because the regulatory agency failed to prove that the benefits of those regulations exceeded the costs. There is no current explicit legal requirement for financial agencies to conduct cost-benefit analyses, but given vagaries in the […]
Click here to read the complete post
Posted in Academic Research, Financial Regulation
Tagged Cost-benefit analysis, Financial regulation
Comments Off on Benefit-Cost Analysis for Financial Regulation
Mergers and Acquisitions — 2013
As we enter 2013, a number of signs – including the strong finish to 2012, macroeconomic factors that appear to be reducing business uncertainty, and intensifying competition in many critical sectors – provide cause for optimism that the breadth and depth of M&A activity will be significantly greater in the coming year than in 2012. […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications
Comments Off on Mergers and Acquisitions — 2013
2012 Top General Counsel Compensation Report
Companies face a growing number of legal challenges, from patent wars to increased regulation from bills like Dodd-Frank to highly scrutinized mergers and acquisitions. With all these challenges the services of General Counsels cannot be undervalued in today’s economic climate. The General Counsel’s role has grown in dimension as companies have an increasing need for […]
Click here to read the complete post
Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Compensation disclosure, Equilar, General counsel
Comments Off on 2012 Top General Counsel Compensation Report
Basel Committee Revises Basel III Liquidity Coverage Ratio
The Basel Committee has made significant revisions to the Basel III Liquidity Coverage Ratio (“LCR”). The revised LCR standards allow banks to use a broader range of liquid assets to meet their liquidity buffer and relax some of the run-off assumptions that banks must make in calculating their net cash outflows. The revised standards also […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Empirical Research, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Financial institutions, Financial regulation
Comments Off on Basel Committee Revises Basel III Liquidity Coverage Ratio
New Board Challenges for Global Governance
The second set of meetings in the World Affairs Council of Atlanta’s Global Strategic Leadership Forum series focused on the new challenges facing the boards of directors of contemporary global companies. Setting the stage for the Forum’s discussions was the recognition of the huge changes that have taken place as a result of globalization in […]
Click here to read the complete postPreserving Balance in Corporate Governance
In our annual missive last year, we wrote about the need to restore trust in our system of corporate governance generally and in relations between boards of directors and shareholders specifically. We continue to be troubled by the tensions that have developed over roles and responsibilities in the corporate governance framework for public companies. The […]
Click here to read the complete post
Posted in Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, General governance, Governance standards, Proxy advisors, Shareholder activism
Comments Off on Preserving Balance in Corporate Governance
Second Circuit Rules on Short-Swing Profit
On January 7, 2013, the Second Circuit Court of Appeals ruled that Section 16(b) of the Securities Exchange Act of 1934, which provides for the disgorgement of profits that corporate insiders realize “from any purchase and sale, or any sale and purchase, of any equity security” of the corporate issuer within any period of less […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications
Tagged Exchange Act, Exchange Act s.16, Securities litigation
Comments Off on Second Circuit Rules on Short-Swing Profit
Do Outside Directors Face Labor Market Consequences?
Do directors face consequences for their poor performance? We examine this question in Do Outside Directors Face Labor Market Consequences? A Natural Experiment from the Financial Crisis, a draft of which we recently posted to the SSRN. We theorize that the exogenous shock of the financial crisis made shareholders and regulators particularly attuned to financial […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Financial Crisis
Tagged Boards of Directors, Financial crisis
Comments Off on Do Outside Directors Face Labor Market Consequences?