Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Delaware Supreme Court Affirms $2 Billion Damages Award

In Americas Mining Corporation the Delaware Supreme Court affirmed the Court of Chancery’s decision in the Southern Peru Copper litigation in which the Court of Chancery awarded damages of $2 billion and $300 million in attorneys’ fees. While the damage and fee levels were unprecedented, the Delaware Supreme Court found that the Court of Chancery […]

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Libor for Detection and Deterrence of Cartel Wrongdoing

Our paper, The Lessons from Libor for Detection and Deterrence of Cartel Wrongdoing (forthcoming Harvard Business Law Review), examines the antitrust implications of Libor. We are cautious to draw overly broad conclusions until more facts come out in the public domain. What we note at this time, based on public information, is that the alleged […]

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Proposed Rule Regarding General Solicitation and Advertising

Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on a statement from Chairman Schapiro, available here. The views expressed in this post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and Exchange Commission, the other Commissioners, or the Staff. Background […]

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Increasing the Vulnerability of Investors

Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a statement from Commissioner Aguilar; the full statement, including footnotes, is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and Exchange […]

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SEC Adopts Final Conflict Minerals Rules

The SEC voted to implement the Dodd-Frank Act’s reporting requirements relating to “conflict minerals” — cassiterite, columbite-tantalite, gold, wolframite and other minerals determined by the U.S. government to be financing conflict in the Democratic Republic of Congo or adjoining countries, referred to as the “DRC countries” or “covered countries.” Companies must comply with the final […]

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The Labor Market for Directors, Reputational Concerns, and Externalities

In the paper, The Labor Market for Directors, Reputational Concerns, and Externalities in Corporate Governance, which was recently made publicly available on SSRN, we examine how the labor market for directors and directors’ reputational concerns affect corporate governance. Being a director on the board of a public company is a privilege that often brings generous […]

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Posted in Academic Research, Boards of Directors | Tagged , , , | 1 Comment

The SEC Punts (Again) on Financial Stability Reform

Editor’s Note: Jeffrey Gordon is the Richard Paul Richman Professor of Law and Co-Director of the Center for Law and Economics at Columbia Law School. In an all-too-familiar pattern, the SEC has backed down in the face of industry pressure and dropped a key proposal to prevent a repetition of the 2008 financial crisis. Despite […]

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Posted in Financial Regulation, Op-Eds & Opinions | Tagged , , , | 1 Comment

Board Engagement with Corporate Shareholders

Historically, there has been little direct dialogue between individual board members and shareholders. This is changing, however, as directors, particularly lead directors, face increasing pressure to meet directly with their companies’ largest shareholders. Accordingly, at many companies, individual directors are beginning to engage with investors on an ongoing basis, and not just in response to […]

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PCAOB Adopts New Audit Standard on Communications with Audit Committees

At an open meeting held on August 15, 2012, the Public Company Accounting Oversight Board (“PCAOB”) voted to approve new Auditing Standard No. 16, Communications with Audit Committees. Although the new standard retains most of the preexisting communication requirements, there are a number of new areas that the auditor must discuss with the audit committee, […]

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Posted in Accounting & Disclosure, Practitioner Publications | Tagged , , , | 1 Comment

Does the Gender of Directors Matter?

In the paper, Does the Gender of Directors Matter?, which was recently made publicly available on SSRN, I investigate how having gender-balanced boards affects the working of boards. There has always been interest in the makeup of boards of directors, both in the academic literature and in the popular press. Lately, board diversity, and particularly the gender […]

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