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

2019 Proxy and Annual Reporting Season: Let the Preparations Begin

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 3, 2018

It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting of shareholders. This post highlights issues of importance to the upcoming 2019 proxy season, including: Pay Ratio Say-on-Pay Compensation Litigation […]

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2018 Q2 Gender Diversity Index

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, October 3, 2018

For a third consecutive quarter, the Equilar Gender Diversity Index (GDI) increased. The percentage of women on Russell 3000 boards increased from 16.9% to 17.7% between March 31 and June 30, 2018. This acceleration moved the needle, pushing the GDI to 0.35, where 1.0 represents parity among men and women on corporate boards. One of […]

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Posted in Boards of Directors, Corporate Social Responsibility, Institutional Investors, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , | Comments Off on 2018 Q2 Gender Diversity Index

Private Equity Buyer/Public Target M&A Deal Study: 2015-17 Review

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 2, 2018

In this post, we survey private equity buyer acquisitions of U.S. public companies from 2015 to 2017. Focusing on key terms in middle- and large-market acquisitions valued at over $100 million, we also compare our findings with our previous analysis of transactions from 2013 to 2014. The complete publication identifies key market practices and deal […]

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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , | Comments Off on Private Equity Buyer/Public Target M&A Deal Study: 2015-17 Review

The Rise of the Working Class Shareholder

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 2, 2018

In my recently published book, The Rise of the Working Class Shareholder: Labor’s Last Best Weapon (Harvard University Press 2018), I tell the story of a largely invisible group of activists who have learned to use the shareholder power of public pension funds and labor union funds to advance the interests of their worker-contributors. I […]

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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Securities Regulation | Tagged , , , , , , , , , , , , | Comments Off on The Rise of the Working Class Shareholder

A Tale of Two Earnouts

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, October 2, 2018

Earnouts, while often used to bridge valuation differences during negotiation of an agreement to sell a company, frequently lead to post-closing disputes. Two Court of Chancery decisions issued earlier this year highlight pitfalls associated with the period during which an earnout is measured (the “Earnout Period”). In Edinburgh Holdings, Inc. v. Education Affiliates, Inc. (June […]

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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement | Tagged , , , , , | Comments Off on A Tale of Two Earnouts

Statement Regarding Agreed Settlements with Elon Musk and Tesla

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 1, 2018

[September 29, 2018], the Commission announced agreed settlements with Elon Musk and Tesla. Mr. Musk is the Chairman and CEO of Tesla and is the company’s largest stockholder, owning approximately 22% of its outstanding shares. The details of the agreed settlements, which remain subject to court approval, are available here. This matter has been widely […]

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Public Short Selling by Activist Hedge Funds

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 1, 2018

The last two decades have seen a dramatic increase in the prominence and influence of activist hedge funds. Academic research on activists largely focuses on their long positions and whether they are associated with improved firm outcomes (e.g., Brav, Jiang, Partnoy, and Thomas, 2008; Bebchuk, Brav, and Jiang, 2015). However, recent years have seen a […]

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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research, Securities Litigation & Enforcement | Tagged , , , , , , , , , | Comments Off on Public Short Selling by Activist Hedge Funds

Cyber Lessons from the SEC?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, October 1, 2018

Public companies worried about cybersecurity risk would be well served to pay attention to a recent crackdown by the U.S. Securities and Exchanges Commission on the use of automated technology to detect investment advisor fraud. A recent settlement with Ameriprise Financial Services Inc., a registered investment adviser and broker dealer, suggests that the Commission isn’t […]

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The SEC and Foreign Private Issuers: A Path to Optimal Public Enforcement

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, September 30, 2018

The question of finding an optimal approach to securities law liability and enforcement against foreign issuers in U.S. markets remains open. Seeking to find answers to this policy question, my recent article presents relevant empirical, doctrinal, economic, and institutional arguments. To my knowledge, this paper is the first empirical survey of the recent changes in […]

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Posted in Academic Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , , | Comments Off on The SEC and Foreign Private Issuers: A Path to Optimal Public Enforcement

Testimony on “Oversight of the SEC’s Division of Investment Management”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, September 29, 2018

Chairman Huizenga, Ranking Member Maloney, and Members of the Subcommittee, thank you for inviting me to testify before you today about the work of the Division of Investment Management (the “Division”). I would also like to thank you for your interest in asset management and the efforts of our Division in this space. The asset […]

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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation, Speeches & Testimony | Tagged , , , , , , , , , , , | Comments Off on Testimony on “Oversight of the SEC’s Division of Investment Management”
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