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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
SEC Division of Investment Management Key Considerations
Editor’s Note: The following post comes to us from Norm Champ, director of the Division of Investment Management at the U.S. Securities and Exchange Commission. This post is based on Mr. Champ’s remarks at the ALI CLE 2012 Conference on Life Insurance Company Products, which are available here. The views expressed in this post are […]
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Posted in Regulators Materials, Speeches & Testimony
Tagged Insurance, Investment advisers, Retirement plans, SEC
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Conflicts of Interest: Requiring a Closer Governance Focus
A series of broad based developments over the last year combine to encourage governing boards to apply closer attention to conflicts of interest issues. These developments include several prominent judicial decisions; a series of focused articles in The New York Times; a highly public state attorney general investigation; the SEC internal investigation of its general […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Corporate governance
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Key Year-End Considerations for Public Companies
With the arrival of fall, calendar-year companies are gearing up for what promises to be another busy proxy season, preparing for new rules that will impact their disclosures and governance practices, and planning their 2013 board and committee calendars. To assist public companies in these endeavors, we discuss below ten key items for corporate secretaries […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Proxy season, Public firms, Securities regulation
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It’s (Not) All About the Money
In the paper, It’s (Not) All About the Money: Using Behavioral Economics to Improve Regulation of Risk Management in Financial Institutions, forthcoming in the University of Pennsylvania Journal of Business Law, I focus on the Dodd-Frank Act’s risk management provisions, and specifically the requirement that financial institutions create separate risk committees. The goal of this […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Risk committee, Risk management
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Oral Argument in Amgen: Will it Sway the Court?
On November 5, 2012, the United States Supreme Court heard oral argument in Amgen Inc. v. Connecticut Retirement Plans & Trust Funds (No. 11-1085) (“Amgen”). In Amgen, Plaintiff/Respondent Connecticut Retirement Plans and Trust Funds (“Connecticut Retirement”) brought a putative class action under the Exchange Act of 1934, alleging that Defendant/Petitioner Amgen and several of its […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disclosure, Securities fraud, Securities litigation, Supreme Court
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Limits of Disclosure
In Limits of Disclosure recently posted to the SSRN we examine the shortcomings of disclosure. Claire Hill and I do so by exploring two areas where disclosure arguably failed, albeit for very different reasons: synthetic collateralized debt obligations (CDOs), such as Abacus and Timberwolf, sold in the years immediately leading up to the financial crisis, and […]
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Posted in Academic Research, Accounting & Disclosure, Executive Compensation, Financial Crisis
Tagged CDOs, Disclosure, Executive Compensation, Financial crisis
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Best Practices for Preparing a Clawback Agreement
Scenario A large corporation is sued over the alleged breach of a substantial contract. Due to the complex nature of the contract, the corporation’s business executives frequently sought advice from in-house counsel when entering into, and performing under, the agreement. The corporation’s in-house counsel has concerns that sensitive documents reflecting attorney-client communications—or even in-house counsel’s […]
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Posted in Practitioner Publications
Tagged Clawbacks, Contracts, Discovery
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CEO Employment Contracts and Non-compete Covenants
In our recent working paper, When Do CEOs Have Covenants Not to Compete in Their Employment Contracts?, we undertake the first comprehensive study of contractual restrictions on CEOs’ post-employment competitive activities. The large random sample of nearly 1,000 CEO employment contracts for 500 companies was selected from the S&P 1500 from the 1990s through 2010. […]
Click here to read the complete postRecent Trends in US Securities Class Actions against Non-US Companies
Editor’s Note: Elaine Buckberg is Senior Vice President at NERA Economic Consulting. This post is based on a NERA publication by Robert Patton; the full publication, including footnotes, is available here. The volume of US securities class action litigation targeting companies outside the US has recently reached record levels, despite a 2010 decision by the […]
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Posted in Court Cases, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Class actions, International governance, Morrison v. National Australia Bank Ltd., Securities litigation
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November 2012 Dodd-Frank Progress Report
This posting, the November 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™, […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Financial regulation, Securities regulation
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