Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

SEC Roundtable on Short-Termism and Periodic Reporting System

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, May 30, 2019

In a welcome development, SEC Chairman Jay Clayton has announced that the SEC Staff will hold a roundtable this summer to discuss the impact of short-termism on the management of public companies and the interplay with the SEC’s periodic reporting system and regulatory requirements. The roundtable “will seek to explore the causes of short-termism and to […]

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Corporate Purpose: Stakeholders and Long-Term Growth

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, May 29, 2019

Until recently, the dialogue on corporate governance has focused almost exclusively on how to increase the ability of shareholders to impose their will on corporations. Shareholder groups, advisory firms and academics continually developed and added to a set of “best practices” for corporations and their boards of directors, designed to facilitate the ability of shareholders […]

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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications | Tagged , , , , , , , , | 1 Comment

Crypto Assets and Insider Trading Law’s Domain

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, May 29, 2019

An extensive literature addresses the substance of insider trading law. For example, should new techniques of high frequency trading be penalized as a species of “insider trading 2.0?” Should all insider trading be decriminalized? Far less attention has been devoted to the domain of insider trading law. Insider trading law applies to stock, but does […]

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Sanctions Compliance Programs and Flags “Root Causes”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, May 29, 2019

On May 2, 2019, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) issued guidance entitled “A Framework for OFAC Compliance Commitments” (the “Framework”), that strongly encourages companies to “develop, implement, and routinely update” a risk-based sanctions compliance programs (“SCPs”). OFAC made clear that the guidance was intended for U.S. companies as well as […]

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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , | Comments Off on Sanctions Compliance Programs and Flags “Root Causes”

13F Analysis: Q1 2019

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, May 28, 2019

Rule 13F-1 of the Securities Exchange Act of 1934 requires institutional investors with discretionary authority over more than $100m of public equity securities to make quarterly filings on Schedule 13F Schedule 13F filings disclose an investor’s holdings as of the end of the quarter, but generally do not disclose short positions or holdings of certain […]

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Corporate Law and the Myth of Efficient Market Control

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, May 28, 2019

A central question in corporate legal theory is whether large corporations should be conceived as hierarchical enclaves that operate apart from markets or as entities that operate within markets and under market control. The majority favors market control, making two basic assumptions: first, shareholders have the right incentives to mitigate the managerial agency problem, and, […]

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A Fresh Look at Exclusive Forum Provisions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, May 28, 2019

One common feature of large M&A transactions is the almost inevitable stockholder litigation challenging the transaction. Initially, this litigation focused on allegations under state law—that the directors failed to satisfy their Revlon obligations and their duty of candor. Such litigation often was brought in multiple forums, forcing the target to devote significant resources attempting to […]

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Posted in Comparative Corporate Governance & Regulation, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , , | Comments Off on A Fresh Look at Exclusive Forum Provisions

Review and Predictions: 2019 Federal Securities Litigation and Regulation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, May 27, 2019

While the past year, or even eighteen months, was short on landmark federal securities law decisions, there was significant activity on the part of private securities litigants. In 2018, plaintiffs filed 403 new federal securities fraud class actions, just short of 2017’s record high of 412. This continued a marked uptick in securities filings over […]

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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , | Comments Off on Review and Predictions: 2019 Federal Securities Litigation and Regulation

Compliance, Compensation and Corporate Wrongdoing

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, May 27, 2019

It can hardly be disputed that society has a basic interest in companies’ maximum compliance with the law. Numerous cases in the financial industry, particularly in the aftermath of the Financial Crisis 2008, have indicated that this remains a significant challenge. Bank of America alone paid $56B in fines to the US government in connection […]

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Management Duty to Set the Right “Tone at the Top”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, May 26, 2019

In late March 2019, the Hertz Corporation and Hertz Global Holdings, Inc. (collectively, “Hertz”), filed two complaints (the “Damages Proceedings”) against its former CEO, CFO, General Counsel and a group president seeking recovery of $70 million in incentive payments and $200 million in consequential damages resulting from Hertz’s 2015 decision to restate its financial statements […]

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