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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
Lorenzo v. SEC: Expanded Scope of Securities Fraud Liability
On March 27, 2019, the U.S. Supreme Court issued a 6-2 decision in Lorenzo v. SEC holding that an individual who is not a “maker” of a misstatement under Janus v. First Derivative Traders, 564 U.S. 135 (2011) can nonetheless be held primarily liable under Section 10(b) of the Exchange Act and Rules 10b-5(a) and […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Fraud-on-the-Market, Liability standards, Rule 10b-5, SEC, Securities fraud, Supreme Court
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2019 Proposed Amendments to DGCL
Legislation proposing to amend the General Corporation Law of the State of Delaware (the “General Corporation Law”) has been released by the Corporate Council of the Corporation Law Section of the Delaware State Bar Association and, if approved by the Corporation Law Section, is expected to be introduced to the Delaware General Assembly. If enacted, […]
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Posted in Boards of Directors, Legislative & Regulatory Developments, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware law, DGCL, Merger litigation, Mergers & acquisitions, Safe harbor, State law
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Regulators Join in Event-Driven Securities Litigation
In recent years, plaintiffs have increasingly filed securities litigation in response to reports of bad actions within companies. This phenomenon is known as “event-driven” securities litigation, with a claim generally based on the theory that the company must have known that it was committing bad acts and should have told its investors of the alleged […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Bonds, Corporate fraud, DOJ, International governance, Misconduct, Rule 144, SEC, SEC enforcement, Securities litigation, Securities regulation, Volkswagen
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Noteworthy Developments in 2018 Affecting Executive Pay
This post reports on tax and securities law developments in 2018 affecting executive compensation. 1. Tax Developments Change in the Corporate Tax Rate. Effective for taxable years beginning after Dec. 31, 2017, the ordinary income tax rate for corporations is 21 percent. This replaces the prior ordinary income tax rate structure for corporations that ranged […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Disclosure, Dodd-Frank Act, Executive Compensation, Hedging, Incentives, IRS, Regulation S-K, SEC, Section 162(m), Tax Cuts and Jobs Act, Taxation
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The Rise of Books and Records Demands Under Section 220 of the DGCL
In recent years, in part in response to decisions like Corwin that have raised the pleading standard for stockholder plaintiffs, the Delaware courts have encouraged stockholders to seek books and records under Section 220 of the Delaware General Corporation Law (DGCL) before filing stockholder derivative or post-merger damages suits, and—in response—each year more stockholders have […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Books and records, Delaware law, DGCL, DGCL Section 220, Discovery, Securities litigation, Shareholder suits
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Weekly Roundup: April 5–11, 2019
Russell 3000 Boards On Pace to Achieve Gender Parity by 2034 Posted by Amit Batish, Equilar Inc., on Friday, April 5, 2019 Tags: Board composition, Board leadership, Boards of Directors, California, Diversity, Institutional Investors, Institutional voting, Proxy advisors, SB 826, State law, Surveys Review and Analysis of 2018 U.S. Shareholder Activism Posted by Melissa Sawyer, Lauren S. Boehmke, and Nathaniel R. Ludewig, Sullivan & Cromwell LLP, on Friday, […]
Click here to read the complete postThe SEC v. Mark Cuban
In my recently published book, The Securities and Exchange Commission v. Cuban—A Trial of Insider Trading (Twelve Tables Press 2019) (ISBN 978-1-94607-4249), I focus on the Securities and Exchange Commission’s (SEC) enforcement action against Mark Cuban for allegedly engaging in illegal insider trading. This litigation was far from standard fare. Unlike the vast majority of […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Inside information, Insider trading, Misconduct, Reputation, Rule 10b-5-2, SEC, SEC investigations, Section 10(b), Securities litigation, Securities regulation
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Executive Long-Term Incentive Plans
The optimization of pay structures for executives and upper-level management has played a prevalent role in the duties of compensation committees in recent years. From the restructuring of the compensation portion of the proxy statement to the introduction of Say on Pay and everything in- between, checks and balances regarding compensation have come in waves, […]
Click here to read the complete postSECret Garden: Remarks at SEC Speaks
I would like to begin with the standard disclaimer plus an additional one that ties with the theme of this speech. The views I represent are my own and not necessarily those of the Commission or my fellow Commissioners. The supplemental disclaimer is that the views of the staff are not necessarily those of the […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountability, No-action letters, Public interest, SEC, Securities regulation, Transparency
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The Perils of Pinterest’s Dual-Class Structure
Pinterest, Inc. (“Pinterest”), the digital pin board company, is about to go public with a dual-class structure in an IPO valuating it at over $10 billion. This post focuses on the governance costs and risks that Pinterest’s public investors should expect to face down the road. Our analysis builds on our earlier research work on […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research
Tagged Agency costs, Capital formation, Controlling shareholders, Dual-class stock, IPOs, Shareholder voting, Tech companies
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