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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
DOJ and SEC Issue FCPA Guidance
Last week, the Criminal Division of the Department of Justice and the Enforcement Division of the Securities and Exchange Commission released their long-awaited guidance on the application and enforcement of the U.S. Foreign Corrupt Practices Act. The release—a 120-page “Resource Guide”—confirms that FCPA enforcement remains a central priority of the U.S. government while simultaneously and […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Cravath, DOJ, FCPA, SEC, Securities enforcement
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The Sensitivity of Corporate Cash Holdings to Corporate Governance
In the paper, The Sensitivity of Corporate Cash Holdings to Corporate Governance, forthcoming in the Review of Financial Studies, my co-authors (Qi Chen, Xiao Chen, Yongxin Xu, and Jian Xue) and I analyze the change in cash holdings of a large sample of Chinese-listed firms associated with the split share structure reform that required nontradable shares held […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged Cash reserves, China, Controlling shareholders, Governance reform, International governance
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Capital Plans and Stress Test Rules
On November 9, 2012, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued instructions and guidance for: the Comprehensive Capital Analysis and Review program for 2013 (“CCAR 2013”) applicable to the 19 bank holding companies (“BHCs”) with total assets of $50 billion or more that were previously subject to CCAR and […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Federal Reserve, Stress tests
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2012 Shareholder Activism Insight Report
Schulte Roth & Zabel is pleased to present the 2012 edition of Shareholder Activism Insight, published in association with mergermarket. Based on a series of interviews with corporate executives and activist investors, this report highlights emerging trends in shareholder activism, as well as insights into the changing corporate landscape investors and executives will face in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Management, Proxy season, Shareholder activism, Shareholder proposals
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Accounting and Litigation Risk
In our paper, Accounting and Litigation Risk: Evidence from Directors’ & Officers’ Insurance Pricing, forthcoming in the Review of Accounting Studies, we study whether and how financial reporting concerns and traditional measures of corporate governance are priced by insurers that sell Directors’ and Officers’ (D&O) insurance to public firms. As D&O insurers typically assume the […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Accounting, D&O insurance, Financial reporting, Restatements, Risk
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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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