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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
Accounting and Auditing Enforcement Activity—2019 Review and Analysis
The SEC and PCAOB publicly disclosed 81 accounting and auditing enforcement actions during 2019. Monetary settlements totaled approximately $628 million, $626 million of which was imposed by the SEC. Research Sample and Data Sources This research examines trends in accounting and auditing enforcement actions that were publicly disclosed by the U.S. Securities and Exchange Commission […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Audits, Financial reporting, Foreign firms, PCAOB, Restatements, Sarbanes–Oxley Act, SEC, SEC enforcement, Securities enforcement, Securities fraud
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Doubt On Merger Disclosure Claims in a Rare Federal Court Decision
These days, most public company mergers continue to attract one or more boilerplate complaints, usually filed by the same roster of plaintiffs’ law firms, asserting that the target company’s proxy statement contains materially false or misleading statements. These complaints usually also assert that the stockholder meeting to approve the merger should be enjoined unless and […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Discovery, Merger litigation, Mergers & acquisitions, Proxy disclosure, Section 14, Shareholder suits, U.S. federal courts
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Statement by Commissioner Lee on the Proposal to Substantially Reduce 13F Reporting
The Commission proposes today [July 10, 2020] to increase the reporting threshold by 35 times for institutional investment managers that must report equity holdings on Form 13F, thus eliminating visibility into portfolios controlling $2.3 trillion in assets. This proposal joins a long list of recent actions that decrease transparency and reduce both the Commission’s and […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, Disclosure, Institutional Investors, Ownership, Schedule 13F, SEC, Securities regulation, Transparency
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Final Volcker 2.0: Summary for Fund Activities
On June 25, 2020, the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the U.S. Securities and Exchange Commission and the U.S. Commodity Futures Trading Commission (collectively, the “Agencies”) approved a new final rule (“Final Rule”) to simplify and tailor the “covered fund” provisions of the regulations […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Federal Reserve, Financial institutions, Financial regulation, Ownership, Venture capital firms, Volcker Rule
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Opening Remarks by Commissioner Roisman at the Emerging Markets Roundtable
Good morning, and welcome to everyone who is joining us today [July 9, 2020]. Thank you to the panelists who are participating virtually and a very big thank you to the SEC staff for organizing and hosting this event. Today’s agenda covers a wide array of issues that affect the work of many SEC divisions […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Capital formation, Emerging markets, International governance, Investment advisers, Investor protection, Securities regulation
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Do Bank Insiders Impede Equity Issuances?
(This post reflects our own views, see disclaimer). Banks with more equity tend to lend more, create more liquidity, and have higher probabilities of surviving crises. Moreover, adverse shocks to bank equity predict contractions in lending and aggregate output, and lower bank equity ratios slow recoveries from crises. The strong linkages between bank equity, bank […]
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Posted in Academic Research, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Equity capital, Financial crisis, Financial regulation, Firm valuation, Incentives, Liquidity, Ownership, Ownership structure, Private benefits of control, Shocks
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Weekly Roundup: July 3–9, 2020
COVID-19 and Executive Pay Posted by Joseph Bachelder, McCarter & English LLP, on Friday, July 3, 2020 Tags: Bonuses, COVID-19, Executive Compensation, Incentives, Long-Term value, Pay for performance Does Common Ownership Explain Higher Oligopolistic Profits? Posted by Edward B. Rock and Daniel L. Rubinfeld (NYU), on Friday, July 3, 2020 Tags: Asset management, Common ownership, Firm performance, Index funds, Institutional Investors, Ownership An Analysis of the Supreme Court’s Decision […]
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Takeaways Corporate boards should partner with management to ensure appropriate and regular oversight of environmental issues critical to the long-term economic success and reputation of the company. Either the board or an authorized committee should receive briefings on environmental matters/risks that may jeopardize a company’s reputation and corrective action undertaken to address those risks. Management […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Institutional Investors, Institutional Shareholder Services Inc., SSgA, Sustainability
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8 Steps for Audit Committees to Navigate the Pandemic
The COVID-19 crisis presents unprecedented challenges for all of us—and everyone has a role to play. Audit committees should consider the following steps to help their companies weather this storm. 1. Watch the “Tone at the Top.” Prioritize the health and safety of employees, customers, vendors and counterparties. This is the right thing to do […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Audits, Bankruptcy, Boards of Directors, Contracts, COVID-19, Disclosure, Insider trading, Management, Risk, Risk management
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