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

The Strategies of Anticompetitive Common Ownership

Institutional investors, such as large mutual funds, often own significant stakes in competing firms. Antitrust theorists have long suggested that common concentrated owners (“CCOs”) have interests that differ from those of owners of a single competing firm and might be able to induce firms in which they hold a stake to further these interests. Recently, […]

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Corporate Opportunity Waivers in Private Equity and Venture Capital Investments

A recent Delaware Supreme Court order affirming the Court of Chancery’s ruling in Alarm.com Holdings, Inc. v. ABS Capital Partners, Inc. provides important guidance for private equity and venture capital firms that seek to invest in competing businesses. Among other things, the decision stresses the importance of adopting provisions in governing investment documents, including the target’s certificate […]

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Equity Market Structure 2019: Looking Back & Moving Forward

Chairman Clayton: Thank you, Dean Rapaccioli, for your kind introduction and for the invitation to Director Redfearn and me to speak about equity market structure. I’m delighted that my good friend Craig Phillips was able to take time to be here and lay the groundwork for our speech. Groundwork is the right word; and it […]

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The Labor Market for Directors and Externalities in Corporate Governance: Evidence from the International Labor Market

In our recent article titled The Labor Market for Directors and Externalities in Corporate Governance: Evidence from the International Labor Market, forthcoming in the Journal of Accounting and Economics, we examine how the potentially opposing forces created by country level aggregate governance impacts the ability of the labor market for outside directors to align the […]

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Letter on Stock Buybacks and Insiders’ Cashouts

Thank you for your December 18, 2018 letter regarding my research on the relationship between stock buybacks and corporate insiders’ stock cashouts—and for your leadership in urging the SEC to ensure that our rules protect investors when public companies buy back stock. I very much appreciate the opportunity to share further details on this work. […]

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As California Goes, So Goes the Nation? The Impact of Board Gender Quotas on Firm Performance and the Director Labor Market

Women are still heavily underrepresented in leadership positions in the U.S. corporate sector. According to the Corporate Women Directors International 2018 report, women hold 21.4% of director positions on the boards of the Fortune Global 200 companies. In As California Goes, So Goes the Nation? The Impact of Board Gender Quotas on Firm Performance and […]

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Weekly Roundup: March 1-7, 2019

Appraisal Litigation in Delaware: Trends in Petitions and Opinions (2006-2018) Posted by David F. Marcus and Frank Schneider, Cornerstone Research, on Friday, March 1, 2019 Tags: Appraisal rights, Delaware cases, Delaware law, DGCL, DGCL Section 262, Fair values, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions Comment Letter Regarding Mandatory Arbitration Bylaw Proposal at Johnson & Johnson Posted by Jeff Mahoney, Council of Institutional Investors, […]

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Top 10 Sustainability Developments in 2018

Investor, regulatory, and corporate interest in environmental, social and governance (ESG) issues seems to be growing by leaps and bounds. If securities lawyers haven’t been springing to attention already, then the arrival of a New Year, and a new proxy season, is a good time to start. Here is a list of the top ten […]

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Long-Term Bias

The perceived dangers of “short-termism” in public capital markets have come to occupy center stage as a chief concern for corporate America. During the last decade, an emerging conventional wisdom has taken root among lawyers, business commentators, judges, policymakers and (at least some) investors, asserting that managers of public companies are too often pressured to […]

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SEC Enforcement for Internal Control Failures

On January 29, 2019, the SEC announced four settlements with publicly-traded companies for failure to maintain adequate internal control over financial reporting (ICFR). None of the companies was charged with making false or inaccurate statements, either about its ICFR or otherwise; indeed, each had repeatedly disclosed material weaknesses in ICFR over many years. These cases […]

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