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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
From Independence to Politics in Financial Regulation
The dominant paradigm in the U.S. financial regulatory apparatus has long centered on independent agencies like the Federal Reserve, the FDIC, and the SEC. Compared to politically controlled appointees, theorists argue, independent bureaucrats offer invaluable advantages, such as greater expertise and the ability to prioritize long-term policy goals over immediate gains. Since the early 1990s, […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Dodd-Frank Act, Financial crisis, Financial institutions, Financial reform, Financial regulation, International governance, Systemic risk
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Lawsuit Against Short Sellers Dismissed on Constitutional Grounds
On August 16, 2012, New York Supreme Court Justice Carol R. Edmead dismissed a defamation action brought by Silvercorp Metals Inc. (“Silvercorp”), a publicly-traded company, against a hedge fund and a group of other defendants who issued negative reports opining that Silvercorp might be engaging in fraud. This decision has important ramifications for professional investors […]
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Posted in Court Cases, Practitioner Publications
Tagged Hedge funds, Short sales
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Lessons from the Wet Seal Consent Solicitation
Editor’s Note: Greg Taxin is managing director of Clinton Group, Inc. On Friday, October 5, 2012, the Wet Seal (Nasdaq: WTSLA) made an unusual announcement: a majority of its board had agreed to step down and be replaced by nominees selected by a shareholder. It did so even though its board had been duly elected […]
Click here to read the complete postGood Walls, Better Compliance: OCIE’s Report
On September 27, 2012, the Staff of the SEC’s Office of Compliance Inspections and Examinations published a summary of examinations conducted by the SEC, the NYSE and FINRA of information barriers and practices of nineteen broker-dealers, including six of the largest broker-dealers. FINRA’s examinations included a review of the practices of smaller broker-dealers that focus […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Inside information, SEC, Securities enforcement, Securities regulation
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Bank Recovery and Resolution: What About Shareholder Rights?
In the post-financial crisis regulatory reforms, emphasis has been placed on creating recovery and resolution frameworks for banks, which ensure that the costs of failure are born by private parties (primarily shareholders), instead of taxpayers and the wider economy. Supervisors have (or will have) extensive powers on banks, e.g. to remove and replace directors, to […]
Click here to read the complete postEquity Decoupling and Empty Voting: The TELUS Zero-Premium Share Swap
In a series of articles, Henry Hu and I developed and defined the concept of empty voting. TELUS Corp. has separate classes of voting and nonvoting shares. It proposes to combine them, with a zero premium for voting shares. Mason Capital has taken a (long voting shares, short nonvoting shares) position, is thus long the […]
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Posted in Academic Research, Corporate Elections & Voting
Tagged Dual-class stock, Empty voting, Shareholder voting
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Regulatory Capital Estimation Tool: Observations
On September 24, 2012, the federal banking agencies released the “Regulatory Capital Estimation Tool,” intended to help community banking and thrift organizations estimate the overall impact on their capital levels of the proposed revisions to the U.S. regulatory capital rules that were published this past summer. [1] The tool will serve at least two purposes. […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Regulators Materials
Tagged Banks, Basel Committee, Capital requirements, Financial institutions, Financial regulation
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Materiality and the Fraud-on-the-Market Presumption
In November 2012, the United States Supreme Court will again hear an appeal of a federal securities class action in Amgen Inc. v. Connecticut Retirement Plans & Trust Funds (No. 11-1085) (“Amgen”). In the past two years, the Supreme Court has heard no less than five appeals arising from securities class actions. Amgen requires the […]
Click here to read the complete postSecurities Offerings During Blackout Periods and Following a Quarter-End
Many companies voluntarily impose a “blackout period” beginning around the time a quarter ends and continuing through the quarter’s earnings announcement or subsequent 10-Q or 10-K filing. Although the company’s directors and officers are therefore barred by company policy from trading during this period, it may nevertheless be possible for the company or its major […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Earnings disclosure, Financial reporting, Management, SEC, Securities regulation
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