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

SEC Enforcement Action for Non-GAAP Financial Measures

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, January 5, 2019

The SEC recently instituted a settled cease-and-desist proceeding against an issuer found to have violated SEC requirements relating to the disclosure of non-GAAP financial information in two earnings releases, with the issuer paying a $100,000 civil money penalty. Item 10(e)(1)(i)(A) of Regulation S-K requires that an issuer including non-GAAP financial measures in SEC filings present, […]

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Shareholder Resolutions and IPOs

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, January 5, 2019

One of Jay Clayton’s primary objectives as Chairman of the U.S. Securities and Exchange Commission (SEC) is to ensure that every day retail investors—“Mr. and Mrs. 401K”—as he often refers to them, are able to invest in young, innovative companies through the public markets. He, along with his appointed Director of Corporation Finance, Bill Hinman, […]

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Fiduciary Blind Spot: The Failure of Institutional Investors to Prevent the Illegitimate Use of Working Americans’ Savings for Corporate Political Spending

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 4, 2019

For decades, American workers have been subjected to increasing pressure to become forced capitalists, in the sense that to provide for retirement for themselves, and to pay for college for their children, they must turn part of their income every month over to mutual funds who participate in 401(k) and 529 programs. These “Worker Investors” […]

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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, HLS Research, Institutional Investors | Tagged , , , , , , , , , | 1 Comment

REIT M&A in 2019

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 4, 2019

As we enter the new year, we offer some thoughts based on hits and misses in 2018: 1. Realistic Price Expectations are Key. REITs interested in exploring strategic alternatives—and there are more of these than casual observers might suspect—should be careful to set (and ensure that their internal records are consistent with) realistic price expectations. Slavish […]

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Weekly Roundup: December 28–January 3, 2018

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, January 4, 2019

Stock Exchanges and Shareholder Rights: A Race to the Top, Not the Bottom? Posted by George S. Dallas, International Corporate Governance Network (ICGN), on Friday, December 28, 2018 Tags: Conflicts of interest, Disclosure, Dual-class stock, High-frequency trading, Institutional Investors, Listing standards, Shareholder rights, Shareholder value, Shareholder voting, Short-termism Fighting the Rising Tide of Federal Disclosure Suits Posted by Alexandra C. Boudreau and Daniel W. Halston, Wilmer […]

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Confronting the Problem of Fraud on the Board

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 3, 2019

Recent precedents make it difficult to challenge transactions approved by a board of directors and a stockholder majority. When should such cases be filed, proceed beyond the pleading stage, and prevail? My answer is that litigation rules should remedy and deter tortious misconduct that corrupts board decision-making. Commission of fraud on the board is an […]

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Matters to Consider for the 2019 Annual Meeting and Reporting Season

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, January 3, 2019

Companies have important decisions to make as they prepare for the 2019 annual meeting and reporting season. We have compiled the following overview of key corporate governance, executive compensation and disclosure matters on which we believe companies should focus as they plan for the upcoming season. As always, we welcome any questions you have on […]

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Activism: The State of Play at Year-End 2018

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 2, 2019

As we noted [in 2018], the threat of activism continues to be high, and has become a global phenomenon. The conclusion of a volatile and dynamic 2018 prompts a brief update of the state of play. Activist assets under management remain at elevated levels, encouraging continued attacks on large successful companies in the U.S. and […]

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California Courts and Forum Selection Bylaws

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 2, 2019

[On December 21, 2018], the California Court of Appeal became the second appellate court outside of Delaware to recognize the enforceability of forum-selection bylaws adopted by Delaware corporations designating the Delaware Court of Chancery as the exclusive forum for the litigation of intracorporate and fiduciary disputes. Drulias v. 1st Century Bancshares, Inc., No. H045049 (Cal. […]

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Politics and Antitrust: Lessons from the Gilded Age

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, January 2, 2019

Recent years have witnessed a resurgence of interest in antitrust. In response to the perception that antitrust enforcement has become ineffectual, some commentators have argued that existing statutes may no longer offer regulators adequate tools for policing anticompetitive behavior. Yet the Department of Justice and Federal Trade Commission hold considerable discretion over how they choose […]

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