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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
Good 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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The Political Economy of Insider Trading Law and Enforcement
Across the globe, many view insider trading as a threat to stock market integrity and efficiency. This is evidenced by the fact that, as of 2000, eighty-seven countries had enacted insider trading legislation and thirty-eight had prosecuted insider trading at least once. However, these laws vary in stringency and many of them were enacted only […]
Click here to read the complete postHow Global Benchmark Rates Failed and Can Recover
Editor’s Note: Gary Gensler is chairman of the Commodity Futures Trading Commission. This post is based on Chairman Gensler’s remarks before the European Parliament, Economic and Monetary Affairs Committee, available here. In June, the financial markets were taken aback when the Barclays settlement was announced. What were the systemic failures, how widespread is the problem, […]
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Posted in Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Speeches & Testimony
Tagged Banks, CFTC, Financial crisis, Financial institutions, Financial regulation, International governance
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A Corporate End-User’s Handbook for Dodd-Frank Title VII Compliance
I. Introduction Almost four years after the financial crisis and over two years after the passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the overhaul of the US derivatives market is rapidly shifting into the implementation phase. Many of the key elements of Dodd-Frank relating to OTC derivatives will begin to […]
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