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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
UK Equity Markets and Long-term Decision Making
In June 2011, the Secretary of State for Business, Innovation and Skills asked me to review activity in UK equity markets and its impact on the long-term performance and governance of UK quoted companies. The Review’s principal concern has been to ask how well equity markets are achieving their core purposes: to enhance the performance […]
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Posted in Academic Research, Institutional Investors, International Corporate Governance & Regulation, Securities Regulation
Tagged Securities regulation, Shareholder value, Stewardship, Stock performance, UK
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Securities Enforcement Update
I. Overview of the First Half of 2012 The first half of 2012 has shown a continuation of the SEC’s aggressive enforcement strategy even after a record-breaking fiscal year 2011 for the U.S. Securities and Exchange Commission (the “SEC” or “Commission”), which resulted in 735 enforcement actions and over $2.8 billion in penalties and disgorgement […]
Click here to read the complete postEuropean Court Tightens Disclosure Rules
On June 28, 2012, the European Court of Justice (“ECJ”) issued an important judgment that will have a significant impact on the disclosure of non-public, price-sensitive information (so-called “inside information”) by public companies listed on stock exchanges in the European Union (“EU”). The decision clarifies the definition of inside information in cases where the circumstances relevant […]
Click here to read the complete postInternal vs. External CEO Choice and the Structure of Compensation Contracts
The dramatic and unprecedented increase in CEO pay in the 1980s and 1990s led to questioning the efficiency of CEO compensation packages. The debate concentrated first on the pay-performance sensitivity and then moved to the compensation level, given the observed widening gap between the pay level of executive officers and other employees. However, another important […]
Click here to read the complete postBinding 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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