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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
SEC “Obey-the-Law” Injunctions Held Invalid
The Eleventh Circuit Court of Appeals dealt a blow to the Securities and Exchange Commission (“SEC”) and its long-standing practice of seeking broad federal court injunction orders directing defendants to refrain from any future violations of securities laws, often referred to as “obey-the-law” injunctions. In SEC v. Goble, No. 11-12059, 2012 WL 1918819 (11th Cir. […]
Click here to read the complete postAn Experiment on Mutual Fund Fees in Retirement Investing
In our paper, An Experiment on Mutual Fund Fees in Retirement Investing, we report the results of a new experiment studying the impact of mutual fund fees on consumer investment decisions. The importance of fees to overall investor returns, especially in the context of long-term investing like retirement accounts, is frequently overlooked. Morningstar’s Director of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Disclosure, Investor protection, Mutual funds, Retirement plans, Transparency
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The Volcker Rule’s Impact on Foreign Banking Organizations
The Volcker Rule, as embodied in the Dodd-Frank Act and reflected in proposed regulations, generally prohibits “banking entities” from engaging in proprietary trading and from investing in or sponsoring private equity and hedge funds. [1] These “banking entities” include foreign banks that maintain branches or agencies in the U.S. or that own U.S. banks or […]
Click here to read the complete post2012 Proxy Season Review: Overall Trends in Shareholder Proposals
The 2012 proxy season saw a continued high rate of governance-related shareholder proposals at large U.S. public companies, including proposals on separation of the roles of the CEO and chair, the right to call special meetings, action by written consent, declassified boards and majority voting. As in prior years, these governance-related proposals received high levels […]
Click here to read the complete postTask Force on Commercial Litigation in the 21st Century
As the Commercial Division of the New York Supreme Court approaches its twentieth anniversary in a significantly changed world, the Chief Judge constituted this Task Force to ensure that the New York Judiciary helps our State retain its role as the preeminent financial and commercial center of the world. The rule of law and the […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications
Tagged Commercial litigation
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FSB Reports Regulatory Reform Is Advancing, But Slowly
On June 19, 2012, the Financial Stability Board (FSB) issued a progress report to the G20 Leaders on the steps FSB member nations have taken to implement financial reforms designed to improve the stability of the global financial system. The FSB reviewed, among other things, its members’ Basel implementation, adoption of resolution-planning regimes, oversight of […]
Click here to read the complete postThe Pension System and the Rise of Shareholder Primacy
In the paper, The Pension System and the Rise of Shareholder Primacy, which was recently made publicly available on SSRN, I explore the influence of the pension system on corporate governance, particularly shareholder primacy and the relationship between corporations and their employees. Today it is widely accepted among business managers, scholars of corporate law and […]
Click here to read the complete postOnline Shareholder Participation in Annual Meetings
Introduction It is a generally accepted cornerstone of sound corporate governance that shareholder participation is a key component of a successful annual meeting of shareholders. State laws require companies to hold annual meetings of their shareholders to elect directors and act upon other matters properly brought before the meeting. From a governance perspective, the annual […]
Click here to read the complete postSEC Approves FINRA Private Placement Rule
On June 7, 2012, the US Securities and Exchange Commission (“SEC”) approved FINRA Rule 5123 governing regulation of broker-dealer participation in private placements of securities. The new rule will require member firms to file certain disclosure documents and material amendments to previous disclosure documents with the Financial Industry Regulatory Authority, Inc. (“FINRA”). Introduction On June […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Broker-dealers, FINRA, Private placements, SEC
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CFTC’s Expanded Jurisdiction Over Swaps May Capture Certain REITs
As a result of the pending expansion of the jurisdiction of the Commodity Futures Trading Commission (CFTC) to include most swaps, some publicly traded real estate investment trusts (REITs) may soon be considered “commodity pools” whose directors or trustees would be subject to CFTC regulation as commodity pool operators (CPOs) and whose investment managers could […]
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Posted in Derivatives, Practitioner Publications, Securities Regulation
Tagged CFTC, Dodd-Frank Act, REITs, Swaps
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