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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
Toward SEC Rules on Disclosure of Political Spending
A group of ten corporate and securities law experts submitted yesterday a rulemaking petition (the “Petition”) to the Securities and Exchange Commission. The Petition urges the Commission to develop rules to require public companies to disclose to shareholders the use of corporate resources for political activities. The Committee on Disclosure of Corporate Political Spending, which […]
Click here to read the complete postSEC Settlements with Companies Soar in 2011
In our recent report, SEC Settlements Trends: 1H 2011 Update, my co-authors (Jan Larsen and James Overdahl) and I document that the SEC settled with 344 defendants in the first half of its 2011 fiscal year (“1H11”), putting the agency on pace to settle with 688 defendants for the full year, in line with the […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Insider trading, SEC, SEC enforcement, SEC investigations, SOX
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Court Rules Argentine Central Bank Reserves Immune
In an important sovereign immunity decision, the United States Court of Appeals for the Second Circuit recently ruled that the immunity provided to central bank assets in the Foreign Sovereign Immunities Act (the “FSIA”) does not depend on whether the central bank is “independent” from the parent state. Rather, ruling on an issue of first […]
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Posted in Bankruptcy & Financial Distress, Court Cases, International Corporate Governance & Regulation, Practitioner Publications
Tagged Argentina, Banks, Central banking, FSIA, NML Capital v. Bank of Argentina, U.S. federal courts
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CSX Case Highlights Need for SEC Action on Derivatives
A divided panel of the U.S. Court of Appeals for the Second Circuit has finally issued its opinion in the CSX case in which the District Court addressed whether the long party in a cash-settled total-return equity swap should be considered the beneficial owner of the underlying shares for reporting purposes under Section 13(d) of […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged CSX Corp. v. Children's Fund, Derivative disclosure, Schedule 13D, U.S. federal courts
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SEC Enforcement
In the paper, SEC Enforcement: Does Forthright Disclosure and Cooperation Really Matter? forthcoming in the Journal of Accounting and Economics as published by Elsevier, I investigate SEC enforcement leniency by exploring whether the SEC rewards firm cooperation and forthright disclosures following a restatement. I develop models that explain SEC sanctions and SEC monetary penalties, and […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Litigation & Enforcement
Tagged Disclosure, Earnings disclosure, SEC, SEC enforcement, SEC investigations
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New Standards in Counterparty Credit Risk Management
Last week the federal banking agencies released interagency supervisory guidance designed to create new, and higher, best practices for counterparty credit risk (CCR) management at banking organizations—including banks, bank holding companies, and U.S. branches and offices of foreign banks. [1] As a result of the release, all banking organizations will need to review their existing […]
Click here to read the complete post“Exclusivity” — Not As Preclusive As It Sounds?
During the course of early-stage negotiations, exclusivity provisions are often used to protect the time and economic investment being made in the potential transaction by ensuring that the counterparty deals only with the named party for a stated period. In a recent appellate decision in the First Circuit, the court applied a surprisingly narrow reading […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Exclusivity, Private equity, U.S. federal courts
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IRS Issues Proposed Regulations Under Section 162(m) to Clarify Performance-Based Exception
Section 162(m) of the Internal Revenue Code, denies a tax deduction to a public company if compensation paid to certain individuals (known as “covered employees”) exceeds one million dollars for the taxable year. A “covered employee” is defined as a public company’s chief executive officer and its three other most highly compensated officers (excluding the […]
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Posted in Executive Compensation, Financial Regulation, Practitioner Publications
Tagged Equity-based compensation, Executive Compensation, Internal Revenue Code, IRS
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The Votes Are In — Deconstructing the 2011 Say on Pay Vote
For most public companies, the 2011 annual meeting season is now over, and the first mandatory say on pay vote is behind them. Thus far, more than 2200 of the Russell 3000 companies have held say on pay votes in 2011. This White Paper analyzes the results of this year’s say on pay vote across […]
Click here to read the complete postThe Economics of Credit Default Swaps
Credit default swaps (CDS) are term insurance contracts written on the notional value of an outstanding bond. In the paper, The Economics of Credit Default Swaps, forthcoming in the Annual Review of Financial Economics, I study the economics of CDS using the economics of insurance literature as a basis for analysis. The first CDS were […]
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Posted in Academic Research, Financial Crisis, Financial Regulation
Tagged Bonds, Collateral, Credit default swaps, Defaults, Fannie Mae, Insurance, JPMorgan
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