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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
Supervisory and Company-Run Stress Test Requirements
Summary In October 2012, the Board of Governors of the Federal Reserve System (the “FRB”) published in the Federal Register final rules implementing the requirements of Section 165(i)(1) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) concerning supervisory stress tests to be conducted by the FRB (the “Annual Supervisory Stress Test Rule”) […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, OCC, Stress tests
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Business Roundtable and the Future of SEC Rulemaking
The Securities and Exchange Commission has suffered a number of recent setbacks in areas ranging from enforcement policy to rulemaking. One of the most serious was the DC Circuit’s 2011 decision in Business Roundtable v. SEC, in which the court invalidated the SEC’s proxy access rule, Rule 14a-11, on the basis that the SEC had […]
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Posted in Academic Research, Corporate Elections & Voting, Securities Regulation
Tagged Business Roundtable v. SEC, Proxy access, Rule 14a-11, SEC rulemaking, Securities regulation
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Let Shareholders Know How Their Money Is Spent
Editor’s Note: Lucian Bebchuk is Professor of Law, Economics, and Finance at Harvard Law School. Bebchuk served as co-chair of the Committee on Disclosure of Corporate Political Spending, which filed a rulemaking petition concerning political spending, discussed on the Forum here and here. Posts discussing his articles on corporate political spending, Corporate Political Speech: Who […]
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Posted in Program News & Events, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, Transparency
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The Expanded Role of Economists in SEC Rulemaking
Editor’s Note: The following post comes to us from Craig M. Lewis, chief economist and director of the Division of Risk, Strategy, and Financial Innovation at the U.S. Securities and Exchange Commission. This post is based on Mr. Lewis’s remarks at the SIFMA Compliance & Legal Society Luncheon, available here. The views expressed in this […]
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Posted in Securities Regulation, Speeches & Testimony
Tagged Analysts, SEC, SEC rulemaking, Securities regulation
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Taxing Control
Early corporate law scholarship argued both that anti-takeover devices are inefficient (they reduce the value of the firm) and that firms adopt efficient governance terms before they make their initial public offering. Some of this scholarship asserted that firms go public without anti-takeover devices and adopt them later when agency costs are higher. However, subsequent […]
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Posted in Academic Research, Corporate Elections & Voting
Tagged Antitakeover, Control rights, IPOs, Taxation
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The Economic Consequences of Proxy Advisor Say-on-Pay Voting Policies
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) imposed a requirement that public companies allow shareholders the opportunity to cast an advisory vote on executive compensation (typically annually). This requirement is commonly referred to as say-on-pay (SOP). Shareholders that disagree with a firm’s executive compensation program can cast anon-binding (or precatory) vote […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors
Tagged Boards of Directors, Executive Compensation, Institutional Investors, Proxy advisors, Say on pay
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Protecting Investors through Independent, High Quality Audits
Editor’s Note: The following post comes to us from Jeanette M. Franzel, board member of the Public Company Accounting Oversight Board. This post is based on Ms. Franzel’s remarks at the NACD 2012 Board Leadership Conference, available here. The views expressed in this post are those of Ms. Franzel and should not be attributed to […]
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Posted in Accounting & Disclosure, Speeches & Testimony
Tagged Audit committee, Audit rotation, Audits, Investor protection, PCAOB
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Final Rules from the Federal Banking Agencies
On October 19, 2012, the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”) and the Federal Reserve Board (“Board”) approved final rules, which were proposed for comment in January of this year, [1] implementing the Dodd-Frank Act’s company-run stress testing requirements for all insured depository institutions with total consolidated […]
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Editor’s Note: Daniel M. Gallagher is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a statement from Commissioner Gallagher; the full speech, including footnotes, is available here. The views expressed in the post are those of Commissioner Gallagher and do not necessarily reflect those of the Securities and Exchange […]
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Posted in Securities Regulation, Speeches & Testimony
Tagged Compliance officer, Dodd-Frank Act, Investment advisers, Investment Advisers Act, SEC, Securities regulation
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