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

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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Externalities and the Common Owner

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

Most of the stock market is controlled by institutional investors holding broadly diversified economy-mirroring portfolios. In an article recently posted on SSRN, Externalities and the Common Owner, I argue that diversified investors should rationally be motivated to internalize intra-portfolio negative externalities. This portfolio perspective can explain the increasing climate change related activism of institutional investors: […]

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Posted in Academic Research, Empirical Research, Institutional Investors | Tagged , , , , , , , , , | 1 Comment

President Trump’s Executive Order and Shareholder Engagement on Climate Change

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, May 25, 2019

ERISA, the 1974 law that governs pension funds, recognizes that the third parties who manage those funds might be tempted to make decisions that were more in their interests than the interests of the people who were depending on them to make good decisions about their investments. And so the law makes it clear that […]

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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , , , | 1 Comment

The Relevance of Broker Networks for Information Diffusion in the Stock Market

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, May 25, 2019

Institutional investors routinely make use of brokers to execute their trades. Despite the rise of electronic trading, the Tabb Group reports that brokers handle about 42 percent of order flow from hedge funds. However, brokers’ roles in disseminating information that they acquire from clients is at best unclear. Although information about prices is readily disseminated […]

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