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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
Shelf-Eligibility Requirements for Asset-Backed Securities
Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s opening statement at a recent open meeting of the SEC, which is available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and […]
Click here to read the complete postCorporate Governance Reforms and Cross-Border Acquisitions
In our paper, Corporate Governance Reforms and Cross-Border Acquisitions, which was recently made publicly available on SSRN, we investigate how investor protection affects the allocation of foreign capital inflows at the firm level. A simple model provides an explanation for a well-documented but little understood phenomenon on international capital flows—the tendency of foreign investors to […]
Click here to read the complete postSEC Adopts Large Trader Reporting Requirements
On July 26, 2011, the SEC adopted Rule 13h-1 under the Securities Exchange Act of 1934 to require large trader registration and reporting. [1] The rule requires persons who directly or indirectly exercise investment discretion and purchase or sell more than a specified amount of U.S.-listed stocks and options through a registered broker-dealer to register […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Large traders, Reporting regulation, Rule 13h-1, SEC
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Moderate Decrease in Federal Securities Fraud Class Action Filings in First Half of 2011
Federal securities class action activity decreased in the first six months of 2011, according to Securities Class Action Filings—2011 Mid-Year Assessment, a semiannual report prepared by the Stanford Law School Securities Class Action Clearinghouse in cooperation with Cornerstone Research. A total of 94 federal securities fraud class actions were filed in the first half of […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Class actions, Securities fraud
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Corporate Governance of LBOs
In our paper, Corporate Governance of LBOs: The Role of Boards, which was recently made publicly available on SSRN, we study whether the success of private equity-backed firms is due to their superior corporate governance or instead due to financial engineering. We focus in particular on the role of boards in LBOs and look at […]
Click here to read the complete postInvestigative Authorities of House and Senate Committees
Congress has inherent power to investigate and that power has been delegated to House and Senate Committees. Both House and Senate rules, for example, give standing committees the ability to issue subpoenas, hold hearings, and conduct investigations. [1] It can be a harrowing experience to receive a request for information or documents or for an […]
Click here to read the complete post2011 Mid-Year Securities Enforcement Update
I. Overview of the First Half of 2011 Robert Khuzami, the Director of the Division of Enforcement (the “Division”) of the SEC, recently took stock of the SEC’s accomplishments in the two years since he began his term. Specifically, he focused on the Division’s restructuring, calling it the “most significant” since the Division’s creation almost […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Clawbacks, Dodd-Frank Act, SEC, SEC enforcement, Securities enforcement, SOX, Whistleblowers
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Regulatory Capital Surcharge for Global Systemically Important Banks
On July 19, 2011, the Basel Committee on Banking Supervision (the “BCBS”) [1] issued a consultative document setting forth a requirement for a new common equity capital surcharge on certain global systemically important banks (“G-SIBs”). [2] A summary of the surcharge proposal was announced on June 25, 2010 in a short press release by the […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Surcharges, Systemic risk
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State Ownership and Corporate Governance
In the paper State Ownership and Corporate Governance, which was recently made publicly available on SSRN, I explore the role of the state as shareholder in the political economy of corporate governance. Although atypical in the United States, state ownership of listed companies is pervasive and growing elsewhere in the world. According to a recent […]
Click here to read the complete postWhy CEO-to-Worker Pay Ratios Matter to Investors
Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires public companies to disclose the ratio of compensation between their CEO and their median employee. The Securities and Exchange Commission will propose regulations to implement this requirement later this year. In this briefing paper, the AFL-CIO Office of Investment argues why CEO-to-worker […]
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