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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
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Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The DOJ’s New Corporate Monitor Policy
On October 12, 2018 in remarks made at the NYU School of Law Program on Corporate Compliance and Enforcement’s Conference on Achieving Effective Compliance, Assistant Attorney General for the U.S. Department of Justice Criminal Division Brian A. Benczkowski announced a new guidance memorandum: Selection of Monitors in Criminal Division Matters (“2018 Monitor Memorandum”). The 2018 […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Compliance & ethics, Corporate crime, Corporate culture, Deferred prosecution agreements, DOJ, Misconduct, Non-prosecution agreement, Securities enforcement
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Shareholder-Driven Corporate Governance
In the decade since the global financial crisis, shareholders have asserted more and more control in public corporations, no longer content to play the part of the passive owner. In response to this pressure, law makers continually confront the question of what additional rights shareholders should be afforded. This issue similarly invites us all to […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Contracts, Engagement, Institutional Investors, Retail investors, Securities regulation, Shareholder activism, Shareholder power, Shareholder rights, Shareholder voting
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The Law Office (LO) and Compliance Officer (CO): Status, Function, Liabilities, and Relationship
The emerging position of Compliance Officers (COs) poses issues concerning their status and relations to Law Officers (LOs). Both professionals deal with law, However, LO’s position is recognized and established. Compliance is a recently recognized profession. Moreover, their services differ. LOs advise and represent their institutions in legal matters. COs monitor their institutions’ activities for […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Compliance & ethics, Compliance officer, Confidentiality, Corporate culture, Legal history, Liability standards, Risk management, Securities regulation
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Clarifying MFW’s ab initio Condition
The Delaware Supreme Court has clarified that controlling stockholder take-private transactions will be reviewed under the business judgment rule, rather than the less deferential entire fairness standard, if the controlling stockholder self-disables by committing to special committee and majority-of-the-minority approval before “economic negotiations” take place, even if the controlling stockholder fails to do so in […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Going private, Merger litigation, Mergers & acquisitions, MFW, Special committees
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Weekly Roundup: October 26-November 1, 2018
Effective Board Evaluation Posted by Steve Klemash, Rani Doyle, and Jamie C. Smith, EY Center for Board Matters, on Friday, October 26, 2018 Tags: Board evaluation, Board monitoring, Board oversight, Board performance, Boards of Directors, Long-Term value, Oversight 2018 CPA-Zicklin Index Posted by Bruce F. Freed, Karl Sandstrom, Dan Carroll, and Caitlin Moniz, Center for Political Accountability, on Friday, October 26, 2018 Tags: Accountability, Boards of […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Leveling the Hunting Field
Like any predator, a wolf must carefully time its strike when pursuing prey. Certain species of shareholder activists operate under a similar imperative. Flawed disclosure rules in the United States give them an unfair advantage. A few years ago, hedge fund Pershing Square—which popped up on Oct. 9 with a 1.1 percent stake in coffee […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Hedge funds, Pershing Square, Schedule 13D, SEC, Securities regulation, Shareholder activism
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Do an Insider’s Wealth and Income Matter in the Decision to Engage in Insider Trading?
A body of literature shows that corporate insiders’ trades predict future abnormal returns, suggesting that insiders generally exploit their information advantage about firm prospects to make trading decisions (e.g., Seyhun, 1986; Lakonishok and Lee, 2001; and Cohen et al., 2012). However, the abnormal returns that insiders have been reported to earn are, on average, surprisingly […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Behavioral finance, Cost-benefit analysis, Firm performance, Incentives, Information asymmetries, Information environment, Inside information, Insider trading, International governance, Reputation, Risk-taking, Securities enforcement, Sweden
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A Fully Operational Token Platform
Too often, token issuers have been asking the wrong legal and regulatory questions, and sadly, they have too often been receiving bad answers to those questions. In the frothy environment for tokens that (may have) recently cooled off, questions that token issuers often asked were, “How quickly can I do my token offering?”, or sometimes, […]
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Comment Letter in Advance of SEC Staff Roundtable on the Proxy Process
This submission is in response to Chairman Clayton’s July 30 press release announcing a staff roundtable on the proxy process and calling for submissions from interested parties. It refers in particular to proxy advisory firms and is distinguished from my October 8, 2018 comment letter that focused on additional disclosures by investment advisers to mutual […]
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