-
Supported By:
Subscribe or Follow
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
Private Equity and Activism
The relationship between private equity funds and activist hedge funds has always been double-edged. While in the past, engagements of activists often led to the sale of a target company or less profitable operations of a company to private equity funds, many go-private transactions have been opposed by activists trying to improve the terms of […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Private Equity
Tagged Buyouts, Capital markets, Hedge funds, Institutional Investors, Long-Term value, Management, Private equity, Shareholder activism, Shareholder value
Comments Off on Private Equity and Activism
Encouraging Smaller Entrants to Our Capital Markets
I. Introduction Good afternoon. Thank you to everyone who hurried back from lunch to hear me speak. The pressure is on for me to make it worth your while. I never imagined that I would be standing at this podium, but I am excited to be here. I recognize that many of you are here […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Investor protection, IPOs, Proxy voting, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Small firms
Comments Off on Encouraging Smaller Entrants to Our Capital Markets
The SEC “Through the Eyes of Management”
Thank you, Stephanie [Avakian], for that kind introduction. Disclosure and the concepts of materiality, comparability, flexibility, efficiency and responsibility have been, and continue to be, the bedrock principles that make our public capital markets the most fair and efficient markets in the world. Today, I will take a page from our disclosure rulebook and give […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Human capital, Investor protection, SEC, SEC rulemaking, Securities enforcement, Securities regulation
Comments Off on The SEC “Through the Eyes of Management”
Enhanced Scrutiny on the Buy-Side
Empirical studies of acquisitions consistently find that public company bidders often overpay for targets, imposing significant losses on bidder shareholders. Research also indicates that the losses represent true wealth destruction in the aggregate and not simply a wealth transfer from bidder shareholders to target shareholders. Numerous studies have connected bidder overpayment with managerial agency costs […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Agency model, Bidders, Boards of Directors, Conflicts of interest, Delaware articles, Delaware law, Merger litigation, Mergers & acquisitions, Shareholder suits
Comments Off on Enhanced Scrutiny on the Buy-Side
SEC’s Amendments to Simplify Disclosure for Public Companies
On March 20, once again without an open meeting, the SEC adopted, with a dissent by Commissioner Robert Jackson, changes to its rules and forms designed to modernize and simplify disclosure requirements. The final amendments, FAST Act Modernization and Simplification of Regulation S-K, which were adopted largely as originally proposed in October 2017 (see this […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Confidentiality, Disclosure, FAST Act, Management, SEC, SEC rulemaking, Securities regulation
Comments Off on SEC’s Amendments to Simplify Disclosure for Public Companies
Profiles of Selected Shareholder Activists
Lazard’s Shareholder Advisory Group analyzed activist campaign data, news sources and background information in order to profile activist hedge funds The enclosed materials include abridged profiles for eight notable activists The eight profiles include holdings information, strategy observations and other relevant information Profiles reflect a combination of publicly available information and the Lazard Shareholder Advisory […]
Click here to read the complete post
Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Carl Icahn, Hedge funds, Institutional Investors, Mergers & acquisitions, Private equity, Shareholder activism, ValueAct Capital
Comments Off on Profiles of Selected Shareholder Activists
Hedging Climate News
Despite the widespread recognition that the climate is changing, there is substantial uncertainty around the exact climate trajectory and as well as the economic consequences of climate change. As a result, financial market participants have an increasing demand for hedging themselves against future realizations of climate risk. However, hedging these risks through traditional insurance or […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Climate change, Environmental disclosure, ESG, Hedging, Long-Term value, Risk, Risk management, Sustainability
Comments Off on Hedging Climate News
Framework for “Investment Contract” Analysis of Digital Assets
Framework for “Investment Contract” Analysis of Digital Assets Introduction If you are considering an Initial Coin Offering, sometimes referred to as an “ICO,” or otherwise engaging in the offer, sale, or distribution of a digital asset, you need to consider whether the U.S. federal securities laws apply. A threshold issue is whether the digital asset […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Blockchain, Capital formation, Cryptocurrency, Equity offerings, Financial technology, Howey test, ICOs, Securities regulation
Comments Off on Framework for “Investment Contract” Analysis of Digital Assets
Going for Gold: Global Board Culture and Director Behaviors Survey
Based on our experience working with hundreds of boards each year, we know board and director performance depends on the quality of board leadership, the ability of the board to focus on the right issues and a small number of critical director behaviors. Our latest research backs this up. The link between critical director behaviors […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Board dynamics, Board performance, Boards of Directors, Corporate culture, Director qualifications, Long-Term value, Shareholder value, Surveys
Comments Off on Going for Gold: Global Board Culture and Director Behaviors Survey
Comment Letter on Earnings Releases and Quarterly Reports
I am writing in response to the Securities and Exchange Commission’s (SEC or Commission) request for comment on earnings releases and quarterly reports (RFC). The Council of Institutional Investors (CII) is a nonprofit, nonpartisan association of public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public […]
Click here to read the complete post