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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
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 […]
Click here to read the complete postUpdate on Corporate Deferred Prosecution and Non-Prosecution Agreements
Deferred Prosecution Agreements (“DPAs”) and Non-Prosecution Agreements (“NPAs”) (collectively, “agreements”) in recent years have become a primary tool of the U.S. Department of Justice (“DOJ”) for resolving allegations of corporate criminal wrongdoing. Since 2000, DOJ entities have entered into 230 reported agreements with corporate entities, extracting a total of $31.6 billion in fines, penalties, forfeitures, […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Deferred prosecution agreements, DOJ, Non-prosecution agreement, SEC, SEC enforcement
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Rulemaking on Margin Requirements for Uncleared Derivatives
On July 6, the Basel Committee on Banking Supervision (the “BCBS”) and the International Organization of Securities Commissions (“IOSCO”) released a consultation paper on margin requirements for uncleared derivatives (the “BCBS/IOSCO paper”). In response, the CFTC reopened the comment period for its proposed rule on margin requirements for uncleared swaps until September 14, 2012. The […]
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Posted in Derivatives, Practitioner Publications, Securities Regulation
Tagged Basel Committee, CFTC, Derivatives, IOSCO, Margin requirements, Swaps
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Reputation and Opportunistic Behavior in the VC Industry
In the paper, Does Reputation Limit Opportunistic Behavior in the VC Industry? Evidence from Litigation against VCs, forthcoming in the Journal of Finance, we use a hand-collected database of lawsuits filed against U.S. venture capitalists (VCs) to examine the role of reputation in limiting opportunism in the VC industry. The lawsuits in our sample serve […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Contracts, Reputation, Venture capital firms
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Living Wills: Key Lessons from the First Wave
The first wave filers – the largest and most complex domestic and foreign bank holding companies – have now filed their living wills and the public portions have been posted on the FDIC’s and the Federal Reserve’s websites. Based on our experience advising a number of banking institutions on their resolution plans, and based on […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bankruptcy, Banks, FDIC, Federal Reserve, Foreign banks, Living wills, Recovery & resolution plans, Too big to fail
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Gender Composition of Boards Important for Competitiveness
Corporate America often says we are facing a pipeline problem when challenged with the troubling reality that women occupy only 16 percent of Fortune 500 board seats. Yet to bump the percentage of U.S. board seats filled by women up by one percentage point, it would only take about 50 women joining the boards of […]
Click here to read the complete postInstitutional Shareholders and Their “Oversight” of Executive Compensation
Today’s post addresses the increasing influence of institutional shareholders on executive pay. Prior posts have examined the role of proxy advisors in giving advice on how shareholders, especially institutional shareholders, should vote on say-on-pay under Dodd-Frank Section 951. [1] Today’s discussion focuses on the institutional shareholders themselves. While institutional shareholders own a major portion of […]
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