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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Binding Shareholder Say-on-Pay Vote in UK
In 2002, the UK began requiring an advisory shareholder vote on the annual executive and non-executive director compensation practices of UK-incorporated quoted companies (“UK Companies”). Eight years later, in July 2010, the US followed suit when President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), providing for […]
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Posted in Corporate Elections & Voting, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Compensation regulation, Disclosure, Executive Compensation, Performance measures, Proxy season, Remuneration, Say on pay, Shareholder voting, UK
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Duty to Disclose SEC Wells Notices Rejected by Judge
Judge Paul Crotty of the U.S. District Court for the Southern District of New York recently held that Goldman Sachs & Co. did not have a duty to publicly disclose the receipt of a Wells Notice from the Securities and Exchange Commission (“SEC”). Prior to this decision, no court had ever been asked to consider […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, FINRA, Goldman Sachs, SEC, SEC enforcement, SEC investigations, Securities litigation, Securities regulation, Wells notice
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CFTC Proposes Cross-Border Guidance and Exemptive Order
On June 29, the CFTC released proposed interpretive guidance regarding the cross-border impact of the swap-related provisions of Title VII of the Dodd-Frank Act. [1] The CFTC also released a proposed exemptive order that would provide non-U.S. registered swap dealers (“SDs”) and major swap participants (“MSPs”) with temporary conditional exemptions from many swap-related Title VII […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Compliance & ethics, Cross-border transactions, Dodd-Frank Act, Futures, Swaps, Swaps entities
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The Political Economy of International Financial Regulation
In my paper, The Political Economy of International Financial Regulation, forthcoming in the Indiana Law Journal, I examine the current system of international financial regulation (IFR) from a historical and political perspective. In contrast with conventional theories of IFR, which see the current system of informal regulatory networks and non-binding standards as overall rational and […]
Click here to read the complete postThe Parallel Universe of the Volcker Rule
If timing is everything, this is not an auspicious time to argue against the Volcker Rule, given the recent London trading and investment misadventures of JPMorgan Chase. Predictably, there has been a hue and cry over this situation, and the bank regulators will be under heavy political pressure to toughen the Volcker Rule. In turn, […]
Click here to read the complete postFASB Abandons Changes to Disclosure of Loss Contingencies
The Financial Accounting Standards Board (“FASB”) voted today to remove from its agenda its outstanding project aimed at modifying the accounting standards applicable to disclosure of loss contingencies. As noted in prior memos, in 2008 (memo) and 2010 (memo) the FASB issued “Exposure Drafts” of proposed new accounting standards for loss contingencies, including litigation contingencies. […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications
Tagged Accounting standards, Disclosure, FASB, Loss contingencies
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Effective Consolidated Audit Trail: Keeping the Door Open
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Walter’s statement at a recent open meeting of the SEC, which is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and […]
Click here to read the complete postThe Final Rules for Consolidated Audit Trail
Editor’s Note: Elisse B. Walter is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Walter’s statement at a recent open meeting of the SEC, which is available in full here. The views expressed in the post are those of Commissioner Walter and do not necessarily reflect those of […]
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Posted in Accounting & Disclosure, Financial Regulation, Securities Regulation, Speeches & Testimony
Tagged Audit trail, Regulation NMS, SEC, SEC rulemaking, Securities regulation, SROs
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Initiatives to Place Women on Corporate Boards of Directors
In the paper, Initiatives to Place Women on Corporate Boards of Directors, forthcoming in the Australian Corporate & Securities Law Review, I investigate initiatives to place women on corporate boards. In the United States, the representation of women on corporate boards of directors has been flat for 6 years now. By contrast, elsewhere around the […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board composition, Boards of Directors, Diversity
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Avoiding Unintended Consequences of Damage Waiver Provisions
Acquisition agreements often contain provisions that restrict or prohibit the payment of “consequential,” “special,” or “incidental” damages for breach. [1] Principals and their counsel may intend that these provisions prevent liability arising from unknown and unforeseeable future events; however, because these terms are poorly understood in the context of acquisition agreements, the exclusion of these […]
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