Corporate Governance – Harvard Business Law Review (HBLR)

Corporate Governance, Financial Regulation, Home, U.S. Business Law, Volume 6

Memorandum to the Compliance Counsel, United States Department of Justice

By ehansen / April 2, 2016

Jonathan J. Rusch: Since 1977, with the enactment of the Foreign Corrupt Practices Act, the United States Department of Justice has played a leading role in applying the Act’s anti-bribery, books and records, and internal controls provisions in enforcement proceedings against numerous companies and individuals worldwide. In November 2015, the Department of Justice took the unprecedented step of hiring a Compliance Counsel to guide its prosecutors in decision-making in corporate prosecutions and in benchmarking corporate compliance. This Memorandum is composed as an open letter to the Compliance Counsel, focusing on how she and the Department of Justice should go about that critical benchmarking function.

Corporate Governance, Featured, Home, U.S. Business Law, Volume 6

King Henry II and the Global Financial Crisis

By ehansen / March 1, 2016

James W. Giddens: A significant portion of the failure that fueled the 2008 financial crisis has been attributed to a systemic lapse in senior executive oversight at the major financial institutions. Notwithstanding this failure, these executives have not been held personal liable for their “King Henry moments,” instances where senior executives have allegedly been aware of, or turned a blind eye to, questionable acts that occurred on their watch—often for the executives’ own personal benefit. This Article outlines the current state of the law governing senior executive liability, summarizes recent headline events in the financial industry, and provides a series of recommendations for proportionate reforms to correct current incentive imbalances in the financial industry.

Corporate Governance, Featured, Home, Securities, U.S. Business Law, Volume 5

The Sarbanes Oxley Privilege For Public Company Accounting Oversight Board Materials: Its Implications For SEC Enforcement Proceedings

By Juan Palacio Moreno / June 15, 2015

Download PDF Andrew J. Morris* I. Introduction In 2002, a wave of high-profile accounting scandals led Congress to pass the

Corporate Governance, Featured, Home, U.S. Business Law, Volume 5

Changing Management in the Face of Shareholder Activism: Issues to Consider

By Juan Palacio Moreno / March 10, 2015

Recently it has become relatively common for shareholder activists to advocate for changes in senior management, not just changes in board composition. In the face of this pressure, some companies have announced changes to their leadership teams. These changes can create strife in the boardroom and tension among employees. Leadership transitions also raise a number of disclosure and other legal issues that companies should take into account if a board decides to respond to activism in this manner. This article provides a checklist of issues that regularly arise in these situations.