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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
July 2011 Dodd-Frank Rulemaking Progress Report
This posting, the Davis Polk Dodd-Frank Rulemaking Progress Report, is the fourth in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Dodd-Frank Act, Financial regulation, Swaps
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Banking Entity Trading Under the Volcker Rule
Looking back to the fall of 2007, it is clear from SEC filings that significant financial company losses resulted from proprietary positions booked in trading accounts. More specifically, a large amount of trading losses came from holdings of mortgage-backed and asset-backed bonds that had been afforded high credit ratings (e.g., AAA) by Nationally Recognized Statistical […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Legislative & Regulatory Developments
Tagged Asset-backed securities, Dodd-Frank Act, Proprietary trading, Volcker Rule
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Can the Treasury Exempt its Own Companies from Tax? The $45 Billion GM NOL Carryforward
Year after year, General Motors lost money – enormous sums of money. It designed cars. It built cars. But no one wanted to buy the cars it designed and built. Over time, it accumulated huge operating losses (“net operating losses,” or NOLs). The tax code let GM carry forward these NOLs into the future. It […]
Click here to read the complete postLessons of the Financial Crisis: The Dangers of Short-Termism
Editor’s Note: Sheila Bair is the Chairman of the Federal Deposit Insurance Corporation. This post is based on Chairman Bair’s remarks to the National Press Club, available here. As I prepare to close out my term, I cannot help reflect on the challenges we have faced over the past five years and some of the […]
Click here to read the complete postThe Information Content of Annual Earnings Announcements and Mandatory Adoption of IFRS
In the paper, The Information Content of Annual Earnings Announcements and Mandatory Adoption of IFRS, forthcoming in the Journal of Accounting & Economics as published by Elsevier, we examine whether the information content of earnings announcements increased in countries that mandated adoption of IFRS compared to countries that retained domestic accounting standards. We address this […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Earnings disclosure, IFRS, Information environment
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Elevating Board Performance
The global financial crisis has prompted debate once again on how to improve the effectiveness of the board of directors at listed companies. Despite considerable reforms over the past two decades, boards – particularly at financial institutions – have been criticized recently for failing to properly guide strategy, oversee risk management, structure executive pay, manage […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors
Tagged Board dynamics, Board independence, Board performance, Boards of Directors, Risk, Risk management
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Sixth Circuit Upholds Tortious Interference Verdict Against Auction Loser’s Overbid
The U.S. Court of Appeals for the Sixth Circuit has affirmed a District Court judgment holding an interloper that breached its standstill agreement liable for tortious interference to the winning bidder in an auction. The interloper is required to pay the winner the incremental amount – over $100 million – that it took to secure […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Auctions, Overbids, Public firms, Standstill agreement, Tortious interference, U.S. federal courts
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The Changing Information Environment and Disclosure De-regulation
In July 2005, the Securities and Exchange Commission (SEC) announced the enactment of the Securities Offering Reform (Reform), which, among other things, relaxes restrictions—known as ‘gun jumping’ provisions—on firms’ forward-looking disclosures prior to public equity offerings. The SEC argues that in recent years, the information environment has become much richer through marked improvements in mandated […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Disclosure, Efficiency, Equity offerings, Forecasting, Information environment, SOX
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SEC Adopts New Rules to Encourage Whistleblowers
Recently, the SEC adopted controversial new rules that create significant financial incentives for whistleblower employees to report suspected securities law violations directly to the SEC, potentially circumventing company compliance programs in the process. Under the new rules, which were adopted pursuant to Section 922 of the Dodd-Frank Act, the SEC will pay awards to whistleblowers […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications
Tagged Compliance & ethics, SEC, SOX, Whistleblowers
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Janus Capital Group v. First Derivative Traders: Only the Supreme Court can “Make” a Tree
Editor’s Note: Jeffrey Gordon is the Alfred W. Bressler Professor of Law at Columbia Law School. This post discusses the Supreme Court decision in Janus Capital Group v. First Derivative Traders, available here; a post from Gibson, Dunn & Crutcher LLP concerning this case is available here. The Supreme Court decision in Janus Capital Group […]
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