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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
For Directors, A Wake-Up Call from Down Under
Earlier this summer, the Federal Court of Australia handed down an important corporate law decision that would appear to have a substantial impact on the way that the statutorily defined responsibilities of directors are understood in Australia. [1] In Australian Securities and Investments Commission v. Healey, the entire board of directors (consisting of seven non-executive […]
Click here to read the complete postProposed American Jobs Act Would Tax Carried Interest Tax as Ordinary Income
On September 12, 2011, the Obama administration submitted statutory language for the proposed American Jobs Act to Congress. The Administration’s proposal contains a number of revenue offsets, including an updated proposal to tax carried interest as ordinary income. The carried interest proposal is similar to and based on earlier versions of the proposed legislation that […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital gains, Interest, Internal Revenue Code, Investment banking, Taxation
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Director Histories and the Pattern of Acquisitions
It is well-known in finance and economics that firms possess private information about their own fundamental values. In our paper, Director Histories and the Pattern of Acquisitions, which was recently made publicly available on SSRN, we contribute to this literature by examining, in the context of the market for corporate control, how the transmission of […]
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Posted in Academic Research, Boards of Directors, Mergers & Acquisitions
Tagged Information environment, Interlocking boards, Social networks
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SEC Concept Release on Use of Derivatives by Funds
The Securities and Exchange Commission recently published a concept release and request for comments (the “Release”) on a wide range of issues relating to the use of derivatives by investment companies regulated under the Investment Company Act of 1940, including mutual funds, closed-end funds, exchange-traded funds and business development companies (collectively, “funds”). The stated purpose […]
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Posted in Banking & Financial Institutions, Derivatives, Practitioner Publications, Securities Regulation
Tagged Derivatives, Investment Company Act, Mutual funds, SEC
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Fixing the Watchdog: Evaluating and Improving the SEC
Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s testimony before the U.S. House of Representatives Committee on Financial Services, which is available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities […]
Click here to read the complete postDue Diligence Considerations for Nominees
When individuals are approached to join the board of directors of a public or private company, they are often thrilled by the opportunity to provide strategic guidance and advice to a new business enterprise, build new relationships with board members and perhaps transition to a new point in their careers. However, it is rare for […]
Click here to read the complete postThe Myth of Corporate Tax Reform
Editor’s Note: Robert Pozen is a senior lecturer at Harvard Business School and a senior fellow at the Brookings Institution. This post is based on an op-ed that appeared in the Washington Post. House Speaker John Boehner recently joined the chorus of notables calling for corporate tax reform in any deficit-reduction package. Both Democrats and […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Op-Eds & Opinions
Tagged Financial crisis, Firm performance, Internal Revenue Code, Taxation, US House
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Corporate Governance and the Information Content of Insider Trades
In the paper, Corporate Governance and the Information Content of Insider Trades, forthcoming in the Journal of Accounting Research, we examine the impact of the firm’s internal control process – specifically, actions taken by the general counsel (GC) – on addressing one specific governance issue, namely mitigating the level of informed trade. In order to […]
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Posted in Academic Research, Securities Regulation
Tagged Compliance & ethics, General counsel, Information asymmetries, Insider trading
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California Changes Law to Streamline Standards for Distributions and Dividends
On September 1, 2011, the Governor of California signed into law California Assembly Bill No. 571 (“AB 571”), which will liberalize and streamline the legal standards for California corporations and quasi-California corporations to make cash and property distributions to shareholders, including dividends and share repurchases and redemptions. AB 571 amends portions of the California Corporations […]
Click here to read the complete postDodd Frank, One Year On
“Either the CFTC or the SEC may prohibit an entity from participating in the US swap markets if it is domiciled in a country whose regulation of swaps undermines the stability of the US financial system”. In July 2010, in response to the financial crisis of 2008/9 which resulted in the deepest economic recession in […]
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Posted in Financial Crisis, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Clearing houses, Derivatives, Dodd-Frank Act, Extraterritoriality, Swaps, Volcker Rule
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