-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Maturing Market for Representation and Warranty Insurance
Representation and warranty insurance for corporate transactions has existed for approximately two decades. R&W insurance, as the name suggests, provides coverage for breaches of representations and warranties regarding the business acquired that were not known to the buyer at the time of the purchase. While R&W insurance was viewed historically as a product of limited […]
Click here to read the complete post
Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Deal protection, Insurance, Market efficiency, Mergers & acquisitions, Risk management, Underwriting
Comments Off on The Maturing Market for Representation and Warranty Insurance
Texas Gulf Sulphur and the Genesis of Corporate Liability Under Rule 10b-5
Corporate liability for market misrepresentations under Rule 10b-5, the staple of today’s class actions, first took root in the 1960s. Our paper, Texas Gulf Sulphur and the Genesis of Corporate Liability under Rule 10b-5, shows the initial judicial efforts, occurring in the iconic Texas Gulf Sulphur case, to grapple with the extensive corporate liability for […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Corporate liability, Exchange Act, Liability standards, Misreporting, Rule 10b-5, SEC, SEC enforcement, Securities regulation, Supreme Court, U.S. federal courts
Comments Off on Texas Gulf Sulphur and the Genesis of Corporate Liability Under Rule 10b-5
Keynote Address of Commissioner Brian Quintenz before the DC Blockchain Summit
Good afternoon and thank you for that very kind introduction. As an alumnus, I’m always happy to be back at the McDonough School of Business. It’s great to be with you here at the DC Blockchain Summit. I want to congratulate Perianne and the Chamber of Digital Commerce on hosting such a fascinating event with […]
Click here to read the complete post
Posted in Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Bitcoin, Blockchain, CFTC, Contracts, Cryptocurrency, Derivatives, Financial regulation, Futures, Incentives, Innovation, Investor protection, Jurisdiction, Oversight, Securities regulation
Comments Off on Keynote Address of Commissioner Brian Quintenz before the DC Blockchain Summit
How Board Skills Vary by Director Age Groups
Members of public company boards of directors range in age from early 20s to well over 75. It is true that most directors are closer to retirement age—the median age for a director at Equilar 500 companies was 62.7 in 2017—and board members over 60 are more prevalent overall than their more youthful contemporaries. There are signs […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board dynamics, Board turnover, Boards of Directors, Director qualifications, Director tenure, Diversity, Firm performance, Surveys, Term limits
Comments Off on How Board Skills Vary by Director Age Groups
Has Section 404 of the Sarbanes-Oxley Act Discouraged Corporate Investment? New Evidence from a Natural Experiment
The US Congress’s passage of the Sarbanes-Oxley Act (SOX) in 2002 following a string of high-profile corporate scandals resulted in the most significant change in securities regulation since the Securities Act of 1933. One of the most important components of SOX is Section 404 (SOX404), which is arguably the most contentious and onerous section of […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Audits, Firm performance, Internal auditors, International governance, Management, Risk-taking, Sarbanes–Oxley Act, Securities regulation, Shareholder value, Small firms, SOX Section 404
Comments Off on Has Section 404 of the Sarbanes-Oxley Act Discouraged Corporate Investment? New Evidence from a Natural Experiment
2018 Proxy Season: Early Trends in Pay Ratio Disclosure
Beginning with fiscal years ending on or after December 31, 2017, companies are required to disclose the ratio that compares the compensation of the CEO to the compensation of the median employee (pay ratio). This disclosure was part of the Dodd-Frank Wall Street Reform and Consumer Protection Act signed into law in 2010. Compensation Advisory […]
Click here to read the complete post
Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Executive Compensation, Proxy disclosure, Securities regulation
Comments Off on 2018 Proxy Season: Early Trends in Pay Ratio Disclosure
Why Do Investors Hold Socially Responsible Mutual Funds?
Socially responsible investments (SRI) are ever-increasing in importance. But why do investors buy these assets? There are three potential motives: (1) purely financial interest, (2) desire to create a positive social image, or (3) strong pro-social preferences. The authors analyze a unique data set consisting of administrative data linked to survey responses and an incentivized […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors
Tagged Corporate Social Responsibility, ESG, Institutional Investors, Mutual funds, Pension funds, Reputation, Social capital
Comments Off on Why Do Investors Hold Socially Responsible Mutual Funds?
Broadcom’s Blocked Acquisition of Qualcomm
President Donald Trump’s recent executive order blocking Broadcom Limited’s acquisition of chipmaker Qualcomm, Inc. (the Order) is the latest in a series of significant actions and statements regarding the national security implications of trade policy. In December 2017, the president released his National Security Strategy, emphasizing economic security as a key component of national security, […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFIUS, China, Cross-border transactions, Donald Trump, International governance, Jurisdiction, Mergers & acquisitions
Comments Off on Broadcom’s Blocked Acquisition of Qualcomm
“Forcing the Offer”: Considerations for Deal Certainty and Support Agreements in Delaware Two-Step Mergers
In the four and a half years since the Delaware legislature adopted Section 251(h) of the Delaware General Corporation Law (DGCL) and offered streamlined mechanics for closing two-step mergers, Delaware practitioners have made increasing use of the provision. The provision, subject to certain conditions, permits an acquiror’s near-simultaneous closing of an exchange or tender offer […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Controlling shareholders, Delaware cases, Delaware law, DGCL, DGCL Section 251, Fiduciary duties, Merger litigation, Mergers & acquisitions, Omnicare v. NCS Healthcare, State law, Tender offer
Comments Off on “Forcing the Offer”: Considerations for Deal Certainty and Support Agreements in Delaware Two-Step Mergers