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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 Enforcement Actions Against Outside Directors Offer Reminder for Boards
In recent months, the U.S. Securities and Exchange Commission has brought two enforcement actions against independent directors of two publicly traded companies. While the commission historically has not pursued public company directors, it does so when it deems the directors to have knowingly permitted or facilitated violations of the securities laws. This report discusses these […]
Click here to read the complete postThe Volcker Rule and Evolving Financial Markets
In the paper, The Volcker Rule and Evolving Financial Markets, published in the inaugural issue of the Harvard Business Law Review, I question the effectiveness of the Volcker Rule in light of change in the financial markets over the last thirty years. The Volcker Rule largely prohibits proprietary trading by banking entities—in effect, reintroducing to […]
Click here to read the complete postSEC Adopts Rule on Beneficial Ownership of Security-Based Swaps
The SEC has readopted portions of Rules 13d-3 and 16a-1 to ensure that its current beneficial ownership definition, which applies for purposes of disclosure and short-swing profit rules, will continue in effect with respect to persons who purchase or sell security-based swaps (“SBS”) on and after July 16, 2011. SBS include products such as credit […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Credit default swaps, Dodd-Frank Act, Rule 13d-3, Rule 16a-1, SEC, Swaps
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The Re-Introduction of the Shareholder Protection Act
Editor’s Note: Lucian A. Bebchuk is Professor of Law, Economics, and Finance at Harvard Law School. Robert J. Jackson, Jr. is Associate Professor of Law at Columbia Law School. Their paper, “Corporate Political Speech: Who Decides?”, is available here, and a previous Forum post discussing the paper is available here. Several prominent members of the […]
Click here to read the complete postWhat Should Be Done About the Private Money Market?
What should be done about the private money market? It is widely recognized that this market was at the center of the recent financial crisis. Indeed, very nearly the entire emergency response to the financial crisis was aimed at stabilizing this market. Yet recent and proposed reform measures have done little to address this market […]
Click here to read the complete postSupreme Court Limits the Power of Bankruptcy Courts to Hear Certain State Law Claims
Recently, the United States Supreme Court affirmed a 2010 ruling of the Ninth Circuit Court of Appeals and held that a bankruptcy court, as a non-Article III court, did not have the constitutional authority to decide a state law claim brought by a debtor against a creditor, even though the matter was part of the […]
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Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications
Tagged Bankruptcy, State law, Supreme Court
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How the SEC Should Consider Possible Changes in Section 13(d) Rules
In a letter submitted yesterday to the Securities and Exchange Commission, we provide a detailed analysis of the policy issues relevant for the Commission’s ongoing examination of changes to its rules under Section 13(d) of the Securities Exchange Act of 1934. These rules, which govern share accumulation and disclosure by blockholders, are the subject of […]
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Posted in Academic Research, Accounting & Disclosure, HLS Research, Securities Regulation
Tagged Blockholders, Schedule 13D, SEC, Williams Act
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The Change in Information Uncertainty and Acquirer Wealth Losses
In this paper, The Change in Information Uncertainty and Acquirer Wealth Losses, forthcoming in the Review of Accounting Studies, we examine the possibility that the change in the acquiring firm’s information uncertainty is a factor contributing to acquiring firms’ long-term post-acquisition stock underperformance. By information uncertainty, we mean investors’ perceived uncertainty about a firm’s fundamentals, […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Cost of capital, Information environment, Stock mispricing
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What Corporate Managers Should Know About the SEC Whistleblower Rules
The SEC whistleblower rules, adopted by the SEC under Section 21F of the Securities Exchange Act pursuant to a mandate in the Dodd-Frank Wall Street Reform and Consumer Protection Act, provide for the payment of bounties or awards to whistleblowers. Under the SEC whistleblower rules, a bounty or award will be payable to eligible whistleblowers […]
Click here to read the complete postAn Inflection Point: The SEC and the Current Financial Reform Landscape
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at the Social Investment Forum 2011 Conference; the complete remarks are available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Regulators Materials, Speeches & Testimony
Tagged Dodd-Frank Act, Financial regulation, Oversight, Say on pay, SEC
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