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

Private Contracting, Law and Finance

The Law and Finance hypothesis remains one of the most controversial theories in financial economics. In its original form, it argued that countries with higher legal protections for shareholders had wider share ownership dispersion and larger stock markets. The initial theory has been extended to consider not only protections against director self-dealing, but also the […]

Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation | Tagged , , , , , , , | Comments Off on Private Contracting, Law and Finance

Dual-Track Processes: How to Turbocharge Your Exit

Exiting an investment is an inherently uncertain process. Even for a thriving business with a viable equity story, committed stakeholders and the right advisers, the final deal terms and valuation are typically guided by factors beyond a company’s control. These include prevailing market sentiment, current appetite for acquisitions in a particular sector and the political […]

Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , , | 1 Comment

The Short-Termism Thesis: Dogma vs. Reality

The belief that short-termism (aka quarterly capitalism) in our capital markets and in the management of our public companies is seriously (many would say fatally) damaging our economy is so widely accepted it has become a veritable truism. Countless directors and CEOs, prominent institutional investors, leading business associations, renowned lawyers and judges, prestigious academics and […]

Click here to read the complete post
Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , , , | Comments Off on The Short-Termism Thesis: Dogma vs. Reality

Where’s the Greenium?

Environmental, Social, and Governance (ESG) measurement, Corporate Social Responsibility (CSR) activities, and Socially Responsible Investing (SRI) are increasingly important research topics in both academic and professional areas. A question of primary importance in this area is whether ESG investments have value to investors beyond the normal expected risk and return attributes of a security. For […]

Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Empirical Research | Tagged , , , , , , , | Comments Off on Where’s the Greenium?

Updated Nasdaq Requirements for Direct Listings

On February 14, 2019, the Nasdaq Stock Market LLC filed notice with the Securities and Exchange Commission of a rule change to “amend and clarify certain aspects of the listing process for Direct Listings.” The rule, which became effective upon filing, clarifies the conditions under which private companies can list on Nasdaq through a direct […]

Click here to read the complete post
Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , | Comments Off on Updated Nasdaq Requirements for Direct Listings

Is it Time for Corporate Political Spending Disclosure?

A new bill that has been introduced in the House, H.R. 1053, would direct the SEC to issue regs to require public companies to disclose political expenditures in their annual reports and on their websites. While the bill’s chances for passage in the House are reasonably good, that is not the case in the Senate. […]

Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , , | Comments Off on Is it Time for Corporate Political Spending Disclosure?

Applying a Principles-Based Approach to Disclosing Complex, Uncertain and Evolving Risks

Good morning. Thank you, John [White] for that kind introduction and to the Practicing Law Institute and Allen & Overy for hosting this event. I am pleased to be here with you today.  Today [March 15, 2019] I would like to discuss how the U.S. securities disclosure requirements, which are largely principles-based, apply in areas […]

Click here to read the complete post
Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , , , , | Comments Off on Applying a Principles-Based Approach to Disclosing Complex, Uncertain and Evolving Risks

A Reminder About Corporate Crisis Communications

In a case that should serve as a cautionary tale for all public companies responding to a public relations crisis, the DOJ and SEC today announced securities fraud settlements with Lumber Liquidators Holdings, Inc., alleging that the company had made false and misleading statements in response to a damaging report about the company’s products aired on the “60 Minutes” […]

Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , , | Comments Off on A Reminder About Corporate Crisis Communications

Do Firms Respond to Gender Pay Gap Transparency?

Gender pay disparities characterize labor markets in most developed countries. When a man earns 100 dollars, a woman earns 77 in the United States, 78.5 dollars in Germany, 79 dollars in the United Kingdom, and 83.8 on average across European Union countries according to Eurostat. Recent proposals across many countries focus on pay transparency to […]

Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation | Tagged , , , , , , , | 1 Comment

Weekly Roundup: March 8-15, 2019

As California Goes, So Goes the Nation? The Impact of Board Gender Quotas on Firm Performance and the Director Labor Market Posted by Steven Davidoff Solomon (University of California, Berkeley), on Friday, March 8, 2019 Tags: Board composition, Boards of Directors, California, Diversity, ESG, Firm performance, Firm valuation, Labor markets, State law Letter on Stock Buybacks and Insiders’ Cashouts Posted by Robert J. Jackson, Jr., […]

Click here to read the complete post
Posted in Weekly Roundup | Tagged | Comments Off on Weekly Roundup: March 8-15, 2019