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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
Debt Buybacks and the Myth of Creditor Power
In Debt Buybacks the Myth of Creditor Control, I argue that regulation fails to protect bondholders in the context of a debt buyback—when issuers repurchase outstanding claims with a view to extinguishing these claims from their books. Share buybacks have long constituted rich fodder for researchers, regulators and politicians opining on how these transactions impact […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors
Tagged Accounting, Bondholders, Bonds, Books and records, Capital allocation, Control rights, Corporate debt, Debtor-creditor law, Information asymmetries, Information environment, Institutional Investors, Investor protection, Repurchases
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2019 Year-End Issues for Audit Committees
Introduction In this 2019 edition of our annual review of issues affecting audit committees during the year-end audit cycle, we summarize key developments for audit committees to consider. The audit committee role grows more demanding and complex amid fast-paced change, and this report will assist audit committees as they proactively address recent and upcoming developments […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Audit committee, Audits, Brexit, Cybersecurity, Disclosure, FASB, GAAP, International governance, LIBOR, No-action letters, Privacy, Proxy voting, Risk management, SEC, Securities regulation, Short-termism, Tax Cuts and Jobs Act, Taxation
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Shareholder Activism and Proxy Contests as a “Proper Purpose” for Books and Records Demands
The Occidental-Anadarko merger closed in August 2019 after Occidental Petroleum Inc. outbid Chevron Corporation and broke up Chevron’s deal to acquire Anadarko Inc. Entities affiliated with shareholder activist Carl Icahn (the “Icahn Entities”) began to acquire stock in Occidental during the bidding war and then advocated against the Anadarko deal, contending that Occidental (i) was […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, DGCL Section 220, Merger litigation, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting
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Representation & Warranty Insurance—Current Market Trends
Over the last decade the use of R&W insurance in merger and acquisition transactions has grown exponentially. From 2008 to 2018, the total R&W policies bound per year in North America rose from 40 deals, providing $541 million of coverage to 1500+ R&W insurance transactions, providing aggregate coverage of $38.6 billion. We are also seeing […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Due diligence, Insurance, Merger litigation, Mergers & acquisitions, R&W insurance, Risk, Tech companies
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Statement by Commissioner Peirce on Proposed Resource Extraction Rule
Thank you to the Chairman, the staffs in the Divisions of Corporation Finance and Economic and Risk Analysis and the Office of General Counsel, and other staff throughout the building for your diligence on this proposal. This rule certainly has extracted lots of resources from this building. Section 1504 of the Dodd-Frank Act and the […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Accountability, Anti-corruption, Disclosure, Dodd-Frank Act, International governance, Regulation S-K, Section 1504, Transparency
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Statement by Commissioner Jackson on Proposed Resource Extraction Rule
Statement on Proposed Disclosure of Issuer Payments Related To Extraction of Natural Resources Thank you as always to our dedicated Staff, especially Barry Summer and Elliott Staffin from the Division of Corporation Finance, for their extensive work on these rules. I’m also grateful to Division Director Bill Hinman, as well as the Staff in our […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Disclosure, International governance, SEC, Securities regulation, Transparency
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Statement by Commissioner Lee on Proposed Resource Extraction Rule
This disclosure requirement is about fighting global corruption through transparency. The United States has long been a leader in international anti-corruption efforts. Congress enacted the Foreign Corrupt Practices Act in 1977, making it illegal for U.S. public companies to pay bribes to foreign government officials. We were for many years the only major nation to […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Accountability, Anti-corruption, Disclosure, FCPA, International governance, Money laundering, Section 1504, Transparency
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Statement by Commissioner Roisman on Proposed Amendments to the Accredited Investor Definition
I want to thank the staff of the Division of Corporation Finance and the Division of Investment Management for putting together this proposal. Thank you also to Chairman Jay Clayton, who has prioritized this issue on the Commission’s agenda. The accredited investor definition stands at the intersection of two components of the SEC’s mission: protecting […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Equity offerings, Investor protection, SEC, SEC rulemaking, Securities regulation
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Statement by Commissioner Jackson on Reducing Investor Protections around Private Markets
Thank you to the terrific Staff in our Division of Corporation Finance, including especially Director Bill Hinman, for their hard work in advance of today’s open meeting. This team has certainly earned the time off I hope you’ll take over the coming holiday season. Today’s release proposes significant changes to rules governing investing in our […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Broker-dealers, Investor protection, Misconduct, Retail investors, Securities fraud
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Statement by Commissioner Lee on Proposed Expansion of the Accredited Investor Definition
Today’s proposal would expand the definition of accredited investor in numerous ways. These proposed changes all go in one policy direction—toward expanding the pool of investors in the opaque, and indisputably high-risk, private markets. And once again, we propose to do so without adequately analyzing significant and relevant data, as Commissioner Jackson has carefully demonstrated. […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Dodd-Frank Act, Equity offerings, Investor protection, SEC, SEC rulemaking, Securities regulation
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