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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Private Enforcement of Shareholder Rights: A Comparison of Selected Jurisdictions and Policy Alternatives for Brazil
Introduction The OECD recently published a report Private Enforcement of Shareholder Rights: A Comparison of Selected Jurisdictions and Policy Alternatives for Brazil, which is the joint project with Brazil’s Securities and Exchange Commission (Comissão de Valores Mobiliários-CVM) and the Ministry of Economy. Building on a comparative review of ten countries—Brazil, France, Germany, Israel, Italy, Portugal, […]
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Posted in Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Arbitration, Brazil, Derivative suits, Institutional Investors, International governance, Mergers & acquisitions, Shareholder activism, Shareholder suits
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Reforms of the Auditing Profession: Improving Quality Transparency, Governance and Accountability
Beginning with the passage of the 1933 Securities Act, Congress has required an Independent Audit for every public listed company in the United States. At the time the 1933 Act was debated by Congress, it was discussed as to whether to have audits performed by employees of the government. Banks regulated by the Federal Reserve, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Disclosure, External auditors, PCAOB, SEC, Securities regulation
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ESG Drivers and the COVID-19 Catalyst
Despite the global economic and health crisis resulting from the COVID-19 pandemic, many companies have continued to intensify their efforts to improve their management approaches and communications in relation to environmental, social, and governance (ESG) issues. In many instances, the ongoing crisis has, in fact, accelerated pre-existing trends towards greater ESG integration by underscoring the […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, COVID-19, ESG, Human capital, Institutional Investors, Reputation, Risk management, Sustainability
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Securities Litigation Premised on Failure to Disclose Alleged Underlying Illegal Conduct
In our Summer 2018 update, we discussed a number of recent district court decisions in securities cases premised on the theory that the company failed to disclose, in alleged violation of the securities laws, that it was engaged in underlying anti-competitive conduct. In each of those cases, the court held that the heightened pleading standard […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Antitrust, Disclosure, Fraud-on-the-Market, PSLRA, Securities fraud, Securities litigation, U.S. federal courts
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Remember Enron? It Could Happen Again on Biden’s Watch
Remember Enron, the energy trading company that collapsed in a massive accounting fraud, devastating employees and investors? For members of the transition team, the sordid story may be far from top of mind. But it could happen again on President-elect Joe Biden’s watch, diverting him from his agenda and inflicting new damage on the economy. […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Enron, External auditors, Financial reporting, Joe Biden, PCAOB, Sarbanes–Oxley Act, Securities regulation
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Are CEOs’ Purchases More Profitable Than They Appear?
A basic tenet of contracting theory is that risk-averse agents require higher expected returns for taking on more risk. However, this principle appears to be at odds with the modest (i.e., 3%) abnormal returns that undiversified CEOs tend to earn on voluntary purchases of their firm’s stock. In contrast to research that focuses on direct […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Decision-making, Executive performance, Executive turnover, Incentives, Information asymmetries, Information environment, Inside information, Insider trading, Management, Stock returns
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First COVID-19 M&A Decision
A number of cases are currently pending in various courts relating to whether, under an acquisition agreement signed prior to the COVID-19 pandemic, the effects of the pandemic and the target company’s responses to it constituted a “material adverse effect” and/or a breach of the covenant requiring the company to operate in the ordinary course […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Adverse effects, COVID-19, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Securities litigation
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Deleting Misconduct: The Expungement of BrokerCheck Records
BrokerCheck, a public-facing website maintained by financial regulators, provides employment and disciplinary history for all US-registered securities brokers in an easy-to-search format. There are many indications that the website is well utilized and provides important information that can be used to predict broker misconduct (Qureshi and Sokobin, 2015; Egan, Matvos, and Seru, 2019). However, BrokerCheck […]
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Posted in Academic Research, Financial Regulation, Securities Litigation & Enforcement
Tagged Broker-dealers, Financial regulation, Financial technology, FINRA, Misconduct, Reputation, Securities enforcement
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New Wave of Regulation S-K Amendments
In a nutshell On November 19, 2020, the U.S. Securities Exchange Commission (“SEC”) announced that it adopted final amendments under Regulation S-K and the related rules and forms in an effort to modernize, simplify and enhance certain financial disclosure requirements. In particular, the SEC eliminated the requirement for Selected Financial Data (Item 301), streamlined the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Financial reporting, Management, Regulation S-K, SEC, SEC rulemaking, Securities regulation
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Common Ownership, Competition, and Top Management Incentives
The common ownership hypothesis suggests that when large investors own shares in more than one firm within the same industry, those firms may have reduced incentives to compete. Firms can soften competition by raising prices, reducing investment, innovating less, or limiting entry into new markets. Empirical contributions document the growing importance of common ownership and […]
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