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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
The International Dimension of Issuer Liability
In the upcoming decision Morrison v. National Australia Bank, the U.S. Supreme Court will decide on a ‘foreign-cubed’ securities class action for the first time. The case involves only foreign plaintiffs, who bought their shares on a foreign (Australian) exchange, and sued an Australian issuer. Because the Securities Exchange Act of 1934 and Rule 10b-5 […]
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Posted in Academic Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Max Planck Institute, Morrison v. National Australia Bank Ltd.
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Trend Spotting — Are Courts Becoming Less Friendly to Distress Investors?
When the Bankruptcy Code was enacted in 1978, it embodied a bias in favor of reorganization of going concerns wherever possible. This has been the singular distinction between the “American style” of restructurings and the approach used in most other commercial countries. The very concept of “debtor-in-possession” suggests a belief in the chance of renewal […]
Click here to read the complete postSEC Proposes Limits on Options Market Access Fees
In an action that potentially affects the business models of the U.S. options exchanges and major option market participants, the Securities and Exchange Commission (the “SEC”) recently issued a proposal that would cap exchange “access fees” for listed options and also prohibit exchanges from imposing unfairly discriminatory terms that inhibit access to quotations in listed […]
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Posted in Practitioner Publications, Securities Regulation
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Lying and Getting Caught
In our paper, Lying and Getting Caught: An Empirical Study of the Effect of Securities Class Action Settlements on Targeted Firms [Lynn Bai, James D. Cox & Randall S. Thomas, Lying and Getting Caught: An Empirical Study of the Effect of Securities Class Action Settlements on Targeted Firms, 158 U. Pa. L. Rev. (forthcoming July 2010)], we […]
Click here to read the complete postSEC Proposes Large Trader Reporting System
On April 14, 2010, the Securities and Exchange Commission (the “SEC”) proposed a new rule to establish a large trader reporting system. [1] The rule would require large traders of exchange-listed stocks and options (“NMS securities”) to register with the SEC and obtain a unique large trader identification number, which they would provide to their […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
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UK Passes Strict New Bribery Act
Earlier this year, we noted that other countries, in addition to the United States, are increasing their efforts to combat international bribery and corruption. (See “Increasing International Cooperation and Other Key Trends in Anti-Corruption Investigations“). In a further reflection of this trend, on April 8, 2010, the United Kingdom passed the Bribery Act 2010 (read […]
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Posted in International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
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The New Enhanced Proxy Disclosure Rules – Ready, Set, Change and NOW
The SEC’s new enhanced proxy disclosure rules, requiring disclosure concerning (1) board leadership structure and qualifications, (2) risk and risk oversight and (3) compensation issues, were adopted in response to “investors’ . . . increasing[] focus[] on corporate accountability” in the wake of the financial crisis. But almost as important as the substance of the […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Op-Eds & Opinions, Practitioner Publications
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Court Protects Insurance Brokers’ Communications If Used To Render Legal Advice
On April 5, 2010, the Southern District of Texas issued a decision in In re Tetra Technologies, Inc., No. 4:08-cv-0965, 2010 WL 1335431 (S.D.Tex. April 5, 2010), on the question of whether communications between a company’s employees, its counsel and its insurance brokers were protected as attorney-client communications. The District Court held that as long […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
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Goldman Sachs: Being “Legal” Doesn’t Make It “Right”
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This post is based on an article that first appeared in the online edition of the Washington Post. Great companies have to distinguish between what […]
Click here to read the complete postPaying for Long-Term Performance
How should equity-based plans be designed to tie executive payoffs to long-term performance? This question has been receiving much attention from firms, investors, and regulators. We seek to answer this question in a study, Paying for Long-Term Performance, which is available here. In our 2004 book Pay without Performance, we warned that standard executive pay […]
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Posted in Academic Research, Executive Compensation, HLS Research
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