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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Oral Argument on Scheme Liability
On December 3, 2018, the U.S. Supreme Court heard oral argument in Lorenzo v. SEC, which involves an attempt by the SEC to use a “scheme liability” theory under Section 10(b) of the Exchange Act against an individual who did not “make” the misstatements at issue under Janus v. First Derivative Traders, 564 U.S. 135 […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Liability standards, Rule 10b-5, Section 10(b), Securities enforcement, Securities fraud, Securities litigation, Supreme Court
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SEC Enforcement Action for Non-GAAP Financial Measures
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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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, GAAP, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Shareholder Resolutions and IPOs
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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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Disclosure, Engagement, ESG, Institutional Investors, IPOs, Private firms, Public firms, Shareholder proposals, Shareholder voting
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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
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 Accountability, Citizens United v. FEC, Disclosure, Index funds, Institutional Investors, Investor protection, Mutual funds, Political spending, Shareholder activism, Shareholder voting
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REIT M&A in 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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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitrage, Boards of Directors, Deal protection, Engagement, Mergers & acquisitions, REITs, Shareholder activism, Shareholder suits, Shareholder value
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Weekly Roundup: December 28–January 3, 2018
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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Posted in Weekly Roundup
Tagged Weekly Roundup
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Confronting the Problem of Fraud on the Board
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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Posted in Academic Research, Boards of Directors, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Corwin, Decision-making, DGCL Section 220, Duty of loyalty, Fiduciary duties, Misconduct, Securities fraud, Securities litigation, Securities regulation, Shareholder suits
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Matters to Consider for the 2019 Annual Meeting and Reporting Season
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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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Brexit, Cybersecurity, Disclosure, Financial reporting, International governance, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation
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Activism: The State of Play at Year-End 2018
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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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Disclosure, Engagement, ESG, Institutional Investors, Securities regulation, Shareholder activism, Short sales, Short-termism
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