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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
Citigroup: A Symbol of Board Resurgence?
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This post is based on an article that appeared in the Harvard Business Review online. At the center of the corporate wreckage of the past […]
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Posted in Boards of Directors, Op-Eds & Opinions
Tagged Accountability, Boards of Directors, Management
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The New Era of Swaps Market Reform
Editor’s Note: Gary Gensler is chairman of the Commodity Futures Trading Commission. This post is based on Chairman Gensler’s remarks before the George Washington University Center for Law, Economics and Finance Conference, available here. The days of the opaque swaps market are ending. On October 12, 2012, we are shifting to a new era of […]
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Posted in Financial Crisis, Financial Regulation, Securities Regulation, Speeches & Testimony
Tagged CFTC, Dodd-Frank Act, Financial reform, LIBOR, Risk management, Swaps, Transparency
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Mutual Fund Sales Notice Fees
My recent article, Mutual Fund Sales Notice Fees: Are a Handful of States Unconstitutionally Exacting $200 Million Each Year?, forthcoming in the Hastings Constitutional Law Quarterly, describes the political compromise struck in 1996 between Congress and state securities regulators. That year, Congress enacted the National Securities Markets Improvement Act of 1996 (NSMIA), which effected multiple […]
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Posted in Academic Research, Securities Regulation
Tagged David Geffen, Dechert, Filing fees, Mutual funds, Securities regulation, State law, Taxation
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Middle Market Private Equity Buyer/Public Target M&A Deal Study
Overview We regularly conduct studies on private equity buyer acquisitions of U.S. public companies with equity values greater than $500 million (“large market” deals) to monitor market practice reflected by these high-profile transactions. Recognizing the importance of M&A activity in the $100 million to $500 million target equity value range (“middle market” deals), we are […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Private equity, Target firms
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SEC’s Role in Enforcing the Federal Securities Laws
In a recent speech at the Securities Enforcement Forum, SEC Commissioner Luis Aguilar called for, among other things, increased enforcement activity against individuals, with more frequent use of Officer and Director bars, monitoring of recidivists through post-enforcement monitoring mechanisms such as access to phone and bank records and income tax returns, and passage of the […]
Click here to read the complete postSEC Legal Bulletin on Shareholder Proposals
The SEC recently issued Staff Legal Bulletin No. 14G providing additional guidance on shareholder proposals submitted to companies pursuant to Rule 14a-8. The guidance is in response to several issues that came up during the 2012 proxy season. Proof of ownership In a prior bulletin, SLB No.14F, the SEC had reconsidered its view as to […]
Click here to read the complete postA Simple Tax Proposal to Improve Financial Stability
It is hard to imagine a financial crisis that is not ultimately caused by creditors who had taken on too much debt. Debt is the root cause of most corporate financial failures and, if a snowball effect sets in, the root cause of financial system failure. Of course, debt also has advantages. Without debt, many […]
Click here to read the complete postA Capital Market, Corporate Law Approach to Creditor Conduct
Earlier in October, Federico Cenzi Venezze and I posted “A Capital Market, Corporate Law Approach to Creditor Conduct” up on SSRN. Michigan Law Review is scheduled to publish the article in their next volume. In this article, we focus on the problem of creditor conduct in distressed firms — for which policymakers ought to have […]
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