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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Challenging Offshore M&A in U.S. Courts
On April 12, 2019, the United States Court of Appeals for the Second Circuit held that the district court abused its discretion by failing to consider a forum selection clause in a foreign issuer’s Depositary Agreement, notwithstanding the fact that the issuer is a Cayman Islands company and the gravamen of the lawsuit concerned an […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cayman Islands, Fiduciary duties, Forum selection, Merger litigation, Mergers & acquisitions, Securities litigation, U.S. federal courts
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The DOJ’s Updated Guidance on Corporate Compliance Programs
[In April 2019], Assistant Attorney General Brian Benczkowski of DOJ’s Criminal Division announced newly updated guidance for white-collar prosecutors, identifying factors to be considered in evaluating corporate compliance programs. The update both expands upon guidance first issued in February 2017 and aims to harmonize that guidance with DOJ’s principles for corporate prosecution. This guidance represents […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, DOJ, FCPA, Misconduct, Securities enforcement
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Passive in Name Only: Delegated Management and “Index” Investing
Stock market indices are central to the modern financial system. They are used for everything from benchmarking fund performance, to compensating executives, to evaluating the general state of the market. In recent years, the rise of index—or “passive”—investing has only added to their importance. Despite this importance, indices have received very little attention. With a […]
Click here to read the complete postGoldman Sachs and the 1MDB Scandal
1Malaysia Development Berhad (1MDB) was a Malaysian government owned and controlled investment fund created in 2009 by former Prime Minister Najib Razak. The professed purpose of 1MDB was to attract foreign investment and development in Malaysia to benefit all the people of Malaysia. Instead, it has been referred to as “kleptocracy at its worst” and […]
Click here to read the complete postHow We Howey
One year ago, I gave a speech—appropriately in Southern California—called “Beaches and Bitcoin.” At that time—not so long ago in analog time but eons ago in digital time—the burning question was how to decide when issuing tokens constituted an offering of securities. The industry was rapidly developing and I worried that the SEC, as one […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Cryptocurrency, Financial technology, Howey test, ICOs, Regulation A, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Declining Corporate Prosecutions
A new article, titled Declining Corporate Prosecutions, forthcoming in the American Criminal Law Review, describes the results of a series of empirical analyses of corporate prosecutions, focusing on what has changed under the new Trump Administration. Two years into the Trump Administration, newly collected data available on the Duke / UVA Corporate Prosecution Registry, allows […]
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Posted in Academic Research, Banking & Financial Institutions, Court Cases
Tagged Banks, Corporate crime, Deferred prosecution agreements, DOJ, Financial institutions, Management, Misconduct, Non-prosecution agreement, Yates memo
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CEO Ownership, Corporate Governance, and Company Performance
Ownership structure is perhaps among the most significant corporate governance factors, as it determines the balance of power within a corporation and can directly affect governance practices and company behavior. In our review of CEO ownership, we focus on corporate governance characteristics of companies with CEO ownership concentration, and we examine the effect of CEO […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications
Tagged Agency costs, Agency model, Boards of Directors, Dual-class stock, Executive ownership, Firm performance, Management, Ownership, Shareholder voting
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Statement on Proposed Amendments to Sarbanes Oxley 404(b) Accelerated Filer Definition
Thank you to the staff of the Divisions of Corporation Finance, Investment Management, and Economic and Risk Analysis and the Offices of General Counsel and Chief Accountant for your hard work on this proposal. It has been a long road for you, but I am happy to see the proposal before us today. Almost one […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Audits, Internal control, Sarbanes–Oxley Act, SEC, SEC enforcement, Securities enforcement, Securities regulation, Small firms, SOX Section 404
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Corporate Reporting
Corporate reporting in today’s environment is like a puzzle whose pieces are spread across the table waiting to be fitted together to form a clear picture. While disclosure rules and audit standards still dictate strict and relatively uniform financial reporting requirements, expectations for big-picture corporate reporting have become more complex and open-ended. This results primarily […]
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