Class Twenty-Six: November 13, 2014

Corporate Governance. We will spend this class looking at the changes in corporate governance as applied to banks and to large complex financial institutions both historically and since the financial crisis. The first two readings, articles by members of the NY Fed staff and by Professor Brian Cheffins of Cambridge University, offer some helpful background on the subject. We will then turn to a pair of resent speeches by Fed Governor Daniel Tarullo and NY Fed President Dudley, after which will take up a new deck of Davis Polk visual slides on the OCC's recent heightened prudential guidelines. And then review the New York State statute on directors’ duties. Students should also review the research paper on Fed independence on the course iSite. Readings: Hamid Mehran et al., Corporate Governance and Banks: What Have We Learned from the Financial Crisis (June 2011) Brian Cheffins, The Corporate Governance Movement, Banks and the Financial Crisis (Dec. 2013) Daniel Tarullo, Corporate Governance and Prudential Regulation (June 9, 2014) William Dudley, Enhancing Financial Stability by Improving Culture in the Financial Services Industry (Oct. 20, 2014) DavisPolk, Risk Governance: Visual Memorandum on Guidelines Adopted by the OCC (Nov. 7, 2014) N.Y. Banking Law Section 7015 Research Paper on Fed Independence (to be posted on iSite)