Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Corporate Short-Termism in the Fiscal Cliff’s Shadow

Editor’s Note: Mark Roe is the David Berg Professor of Law at Harvard Law School, where he teaches bankruptcy and corporate law. This post is Professor Roe’s most recent op-ed written for the international association of newspapers Project Syndicate, which can be found here. Economic trends are sometimes more closely related to one another than […]

Click here to read the complete post
Posted in HLS Research, Op-Eds & Opinions | Tagged , , | Comments Off on Corporate Short-Termism in the Fiscal Cliff’s Shadow

Corporate Governance at Silicon Valley Companies 2012

Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for all Silicon Valley companies and publicly-traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance […]

Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , , , , , | Comments Off on Corporate Governance at Silicon Valley Companies 2012

December 2012 Dodd-Frank Progress Report

This posting, the December 2012 Davis Polk Dodd-Frank Progress Report, is one in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]

Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications | Tagged , | Comments Off on December 2012 Dodd-Frank Progress Report

Towards a Legal Theory of Finance

The paper, Towards a Legal Theory of Finance, develops the building blocks for a legal theory of finance (LTF). By placing law at the center of the analysis of financial systems LTF sheds light on the construction of financial markets, their interconnectedness and thus vulnerability to crisis, and situates power where law is elastic or […]

Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Financial Regulation | Tagged , , | Comments Off on Towards a Legal Theory of Finance

Don’t Ask, Don’t Waive Standstills

A recent transcript ruling in the Delaware Court of Chancery could have a significant impact on the market for control of public companies, particularly in an auction context, if broadly adopted. Vice Chancellor Laster’s bench decision in In Re Complete Genomics, Inc. Shareholder Litigation questions the enforceability of a standstill agreement that prohibits the bidder […]

Click here to read the complete post
Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , | 1 Comment

Voluntary Disclosure on Corporate Political Spending Is Not Enough

In an article published today by New York Times DealBook, as part of Lucian Bebchuk’s column series, we focus on the expected SEC consideration of the rulemaking petition urging adoption of rules that would require public companies to disclose information about their political spending. Opponents of mandatory disclosure rules can be expected to claim that […]

Click here to read the complete post
Posted in Academic Research, Corporate Elections & Voting, Program News & Events | Tagged , , , , , | Comments Off on Voluntary Disclosure on Corporate Political Spending Is Not Enough

Not All Money Market Funds Are Equal

Editor’s Note: Robert Pozen is a senior lecturer at Harvard Business School and a senior fellow at the Brookings Institution. This post is based on an article by Mr. Pozen and Theresa Hamacher that originally appeared in the Financial Times. There is a sensible compromise to the debate over money market fund reform that regulators […]

Click here to read the complete post
Posted in Banking & Financial Institutions, Institutional Investors, Op-Eds & Opinions | Tagged , , , , | Comments Off on Not All Money Market Funds Are Equal

Enhancing the Relevance, Credibility and Transparency of Audits

Editor’s Note: James R. Doty is chairman of the Public Company Accounting Oversight Board. This post is based on Chairman Doty’s remarks before the AICPA National Conference on Current SEC and PCAOB Developments, available here. The views expressed in the post are those of Chairman Doty and should not be attributed to the PCAOB as […]

Click here to read the complete post
Posted in Accounting & Disclosure, Regulators Materials, Speeches & Testimony | Tagged , , , , | Comments Off on Enhancing the Relevance, Credibility and Transparency of Audits

Board Oversight of Management’s Risk Appetite and Tolerance

In the aftermath of the financial crisis, companies and their boards have been grappling with new disclosure requirements related to board risk oversight in the United States, Canada, and Europe. Unfortunately, many organizations that have wanted to improve their risk management capabilities have attempted to implement a traditional form of what is generally known as […]

Click here to read the complete post
Posted in Boards of Directors, Financial Crisis, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , | Comments Off on Board Oversight of Management’s Risk Appetite and Tolerance

Cybersecurity Risks and the Board of Directors

As boards of directors examine the risks that their companies face, corporate cybersecurity issues loom large. Forty-eight percent of directors (and 55 percent of general counsel) cited data security as their top concern in a recent study by Corporate Board Member/FTI Consulting. These numbers have roughly doubled since 2008, when only a quarter of directors […]

Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications | Tagged , , | Comments Off on Cybersecurity Risks and the Board of Directors