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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
Directors’ Monetary Liability for Actions or Omissions Not in Good Faith
Michael Torres, who is my colleague at Mayer Brown LLP, and I have written a paper titled Directors’ Monetary Liability for Actions or Omissions Not in Good Faith, based on a paper we submitted to the Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern Law School. It has long been established that damages […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Conflicts of interest, Director liability, Misconduct, Negligence
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Making Investors a Priority in Regulatory Reform
Editor’s Note: The post below by Commissioner Luis Aguilar is a transcript of remarks by him at the recent 2009 Independent Directors Conference Workshop in Boston. It is a pleasure to be here with all of you at the 2009 Independent Directors Conference Workshop to share my views on the regulatory reform issues currently being […]
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Posted in Boards of Directors, Financial Regulation, Regulators Materials
Tagged Board leadership, Boards of Directors, Diversity, Financial regulation, Risk oversight, SEC, Systemic risk
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Institutional Monitoring Through Shareholder Litigation
Our paper, Institutional Monitoring through Shareholder Litigation, forthcoming in the Journal of Financial Economics, investigates the effectiveness of using securities class action lawsuits in monitoring defendant firms. We compare differences in (1) immediate litigation outcomes (including the probability of surviving the motion to dismiss and the settlement amount), and (2) subsequent governance improvement (specifically changes […]
Click here to read the complete postWinds of Change in the SEC’s Division of Enforcement
This is a period of significant change in the SEC’s enforcement program. A variety of new measures have already been implemented and numerous additional proposals are currently under consideration. The implications are likely to be significant for any company or financial institution that may be responding to SEC investigations in the months ahead. New policy […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged SEC enforcement, SEC investigations
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The SEC’s Proxy Access Proposal
Editor’s Note: This post is based on an op-ed piece by Professor Lucian Bebchuk published today on Wall Street Journal online. The Securities and Exchange Commission voted last week to ask the public to comment on a proposal to let shareholders place director candidates on the corporate ballot. The adoption of such a rule would […]
Click here to read the complete postAssessing “continuing director” change-in-control provisions
A Delaware Chancery Court decision last week raises significant questions regarding the interpretation and validity of various types of “continuing director” change-in-control provisions that are common features in one formulation or another in loan agreements, indentures and other contracts. Following the opinion, some existing provisions may not be interpreted as expected by some lenders and […]
Click here to read the complete postThrowing Off the TARP – Implications of Repaying Uncle Sam
In October 2008, the U.S. Treasury launched the Capital Purchase Program (CPP) under the Troubled Asset Relief Program (TARP), pursuant to which the Treasury has invested nearly $200 billion in over 500 financial institutions.[1] Almost from the start, the boards and managements of many TARP-recipient institutions have focused on when and how to get out […]
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Posted in Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Capital allocation, Cravath, Financial crisis, TARP
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Stealth Disclosure of Accounting Restatements
In our paper, Stealth Disclosure of Accounting Restatements, which was recently accepted for publication in the Accounting Review, we investigate whether the prominence of the disclosure of a restatement is correlated with the market reaction and the likelihood of litigation. In our sample, we observe and categorize firms into three levels of disclosure. Some companies […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Earnings disclosure, Market reaction, Restatements
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SEC’s proxy access proposal undermines state-federal balance
At an open meeting on May 20, the Securities and Exchange Commission approved, by a vote of three to two, proposed rules to federalize shareholder access to company proxy materials. Despite strong objections by two Commissioners to this federal incursion into traditional areas of state corporate law, the majority approved the proposed rules as a […]
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Posted in Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications
Tagged Delaware law, Delaware legislation, Proxy access, Rule 14a-11, Rule 14a-8, SEC
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Financial Markets in Crisis: A 9/11-Style Commission
The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets. We are providing updates on key regulatory and legislative issues, as well as information on legal and oversight issues that we believe could prove […]
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Posted in Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Financial crisis, Financial Crisis Inquiry Commission
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