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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
Avoiding Blowback from Your Stock Buyback
Companies should ensure that their clearance systems are properly designed to identify any MNPI that would preclude share repurchases. Most stock buyback programs garner attention when the board authorization of a program is announced and when the company provides a quarterly update on its buyback progress during its earnings call or 10-Q filing. However, a […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Information asymmetries, Inside information, Insider trading, Repurchases, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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SEC Proposes Limited Exemption for Finders
On Oct. 7, 2020, the SEC, by a 3-2 vote, proposed a conditional exemption from the broker-dealer registration requirements of Section 15(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), for natural persons who assist issuers with raising capital in private markets from “accredited investors” (“Proposal”). The Proposal provides long-sought guidance regarding […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Capital formation, Equity offerings, Investor protection, Registration exemptions, SEC, SEC rulemaking, Securities regulation, Solicitation
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Weekly Roundup: October 30–November 5, 2020
SEC Brings Enforcement Action Against Fund Manager for Single 13D Violation Posted by Eleazer Klein, Adriana Schwartz, and Clara Zylberg, Schulte Roth & Zabel LLP, on Friday, October 30, 2020 Tags: Asset management, Disclosure, Fund managers, Institutional Investors, Ownership, Private funds, Schedule 13D, Securities enforcement, Securities regulation Proposed HSR Rule Change Would Benefit Activists Posted by Steve Wolosky, Andrew Freedman, and Kenneth M. Silverman, Olshan […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Determining Fair Value in Appraisal Proceedings
On July 9 and October 12, 2020, the Delaware Supreme Court added two more opinions to its growing suite of recent appraisal decisions underscoring the prominence of market-based factors in determining fair value. In Fir Tree Value Master Fund, LP v. Jarden Corp., the Delaware Supreme Court affirmed Vice Chancellor Slights’ finding that Jarden’s unaffected […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Fair values, Merger litigation, Mergers & acquisitions, Proxy disclosure, Securities litigation
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Where Do Institutional Investors Seek Shelter when Disaster Strikes? Evidence from COVID-19
Institutional investors increasingly play a central role in US stock markets, with institutional ownership rising from below 40% in 1980 to over 75% nowadays. In Glossner, Matos, Ramelli, and Wagner (2020), we examine the outbreak of the novel coronavirus (COVID-19) pandemic—a truly exogenous shock—as a powerful setting to learn more about their behavior. Did institutional […]
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Posted in Academic Research, Financial Crisis, Institutional Investors
Tagged Corporate debt, COVID-19, Financial crisis, Institutional Investors, Ownership, Retail investors, Systemic risk
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Safe Harbor for Permissible Capital-Raising Activities by Unregistered Finders
Recognizing the longstanding need for a new approach to the regulation of finders who help smaller businesses raise early stage capital, the SEC has published a notice of a proposed exemptive order and request for comment to formalize the regulatory status of unregistered finders. The proposed finders exemption from broker-dealer registration would facilitate a role […]
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Posted in Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Capital formation, Capital markets, Institutional Investors, Investor protection, Private equity, SEC, Securities regulation, Solicitation, Venture capital firms
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Unions Are Democratically Organized, Corporations Are Not
In establishing the rules that govern engagement with the democratic process— including laws related to elections, campaign finance, and lobbying—unions and corporations are often lumped together under the incorrect assumption that these two types of organizations are roughly equivalent and thus should be subject to similar rules. For example, prior to the Supreme Court’s Citizens […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Elections & Voting, ESG, Practitioner Publications
Tagged Boards of Directors, ESG, Human capital, Labor markets, Political spending, Shareholder voting, Stakeholders, Unions
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Catastrophe Bonds, Pandemics, and Risk Securitization
Insurance is the tried-and-true strategy for protecting against infrequent but potentially devastating losses. In theory, governments could protect against the potential economic devastation of future pandemics by requiring businesses to insure against pandemic-related risks. In practice, however, insurers do not currently offer pandemic insurance. Insurers fear their industry does not have the capacity to provide […]
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Posted in Academic Research, Financial Crisis
Tagged Bonds, COVID-19, Debt securities, Debtor-creditor law, Financial crisis, Insurance, Risk, Securitization, Systemic risk
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Next-Generation Cybersecurity Disclosures for Publicly Traded Companies
In 2018 the SEC issued its second round of guidance (the “2018 SEC Cyber guidance”) to registrants on what they expected cybersecurity disclosures to address in forthcoming periodic filings. The 2018 SEC Cyber Guidance followed guidance issued in 2011 and came shortly after the 2017 Equifax breach in acknowledgment that “Cybersecurity risks pose grave threats […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Risk, Risk oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Statement by Chairman Clayton on Harmonizing, Simplifying and Improving the Exempt Offering Framework
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission under the Government in the Sunshine Act. Today we consider a recommendation from the Division of Corporation Finance that would harmonize, simplify and improve various structural and procedural aspects of our exempt offering framework under the Securities Act of 1933. The […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Equity offerings, Investor protection, Registration exemptions, SEC, Securities regulation
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