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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
Say-on-Pay Lawsuits – Is This Time Different?
In the aftermath of the first proxy season of shareholder “say-on-pay” votes under the Dodd-Frank Act, shareholders have filed derivative suits against the boards of several of the companies failing to win majority approval. Many observers have been quick to dismiss the plaintiffs’ likelihood of success in these cases, given the well-established principle that decisions […]
Click here to read the complete postImplementing the Volcker Rule
Editor’s Note: Martin Gruenberg is Acting Chairman of the Federal Deposit Insurance Corporation. This post is based on Chairman Gruenberg’s testimony before the House of Representatives Committee on Financial Services, available here. Last November, the FDIC, jointly with the Federal Reserve Board of Governors (FRB), the Office of the Comptroller of the Currency (OCC), and […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Regulators Materials, Speeches & Testimony
Tagged Banks, Dodd-Frank Act, FDIC, Federal Reserve, Proprietary trading, Systemic risk, Volcker Rule
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White Collar and Regulatory Enforcement
The last ten years have seen a continuous increase in white collar criminal and regulatory enforcement activity. 2011 was no exception, and we expect the trend to continue in 2012. While not an entirely new phenomenon, the world of white collar and regulatory enforcement appears more politicized than ever. Corporations facing investigations in 2012 can […]
Click here to read the complete postDecoding Inside Information
In our paper, Decoding Inside Information, forthcoming in the Journal of Finance, we employ a simple empirical strategy to decode the information in insider trading. Our analysis rests on the basic premise that insiders, while possessing private information, trade for many reasons, and that by identifying ex-ante those insiders whose trades are “routine” (and hence […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Insider trading, SEC enforcement
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SEC Disclosure Guidance on Exposures to European Sovereign Debt
On Friday, January 6, 2012, the staff of the SEC’s Division of Corporation Finance issued the fourth installment in its new Disclosure Guidance Topic series. Topic No. 4 focuses on the exposures of registrants to the debt of certain European countries. The staff specifically highlighted its concern about “the risks to financial institutions that are […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Disclosure, Risk, SEC, Sovereign debt
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Board Focus 2012: Issues and Developments
Governance developments in 2011 brought some good news. Shareholder governance proposals were at their lowest level since 2002. Support declined for controversial proposals, such as shareholders’ right to call special meetings or act by written consent, and ISS conceded that its recommendations about written consent proposals should reflect the company’s governance as a whole. Even […]
Click here to read the complete postA New Playbook for Global Securities Litigation and Regulation
Key developments in both the litigation and regulatory context are compelling multinational corporations to reassess their global securities litigation and regulatory compliance strategies. In the litigation context, recent U.S. Supreme Court activity has limited the ability of overseas plaintiffs to bring securities class action claims within the United States. As such, plaintiffs have shifted litigation […]
Click here to read the complete postA Blueprint for Contingent Convertible Securities?
It has probably not escaped the attention of the reader that European banks, and their ability to meet their continuing funding needs, have been some of the principal victims of the continuing uncertainty surrounding the future of the Eurozone, due to their exposures to Eurozone sovereign debt. As part of its general efforts to increase […]
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Posted in Banking & Financial Institutions, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Basel Committee, Capital requirements, Debt-equity ratio, Europe, Securities regulation
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Executive Pay and the Financial Crisis
Editor’s Note: Lucian Bebchuk is Professor of Law, Economics, and Finance and Director of the Corporate Governance Program at Harvard Law School. This post is the opening statement in an online debate at a World Bank forum between Lucian Bebchuk and René Stulz on the question: Has executive compensation contributed to the financial crisis? The […]
Click here to read the complete postREIT and Real Estate M&A and Restructurings
Despite a sluggish year-end, overall deal activity in 2011 was strong, continuing the recovery from the post-crisis slump. In addition to strong overall volume (roughly $70 billion of deals), 2011 was impressive for its range of deals, from large-scale public-to-public mergers in the consolidating industrial and healthcare sectors, to major private-to-public acquisitions as private (often […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged REITs, Restructurings
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