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

Unequal Voting and the Business Judgment Rule

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, April 7, 2018

Increasingly, company founders have been opting to shore up control by creating voting structures that undercut shareholder voting power, where only a decade ago almost all chose the standard and accepted one-share, one-vote structure. Now the Snap Inc. initial public offering has gone even further with the first-ever non-voting stock model. By offering stock in […]

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In the Spirit of Full Cybersecurity Disclosure

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 6, 2018

On February 21, 2018, the SEC issued interpretive guidance (the “release”) in response to the pervasive increase in digital technology as well as the severity and frequency of cybersecurity threats and incidents. The release largely refreshes existing SEC staff guidance related to cybersecurity and, like that guidance, does not establish any new disclosure obligations but […]

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Activist Arbitrage in M&A Acquirers

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 6, 2018

In our paper, Activist Arbitrage in M&A Acquirers, we study a relatively new activist investor strategy in which investors adopt a non-conventional risk arbitrage strategy in the acquirer firms of announced M&A deals. Recall that, in a conventional risk arbitrage, an investor takes a long position in the target after an M&A deal is announced, […]

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Weekly Roundup: March 30–April 5, 2018

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 6, 2018

What is the Impact of Successful Cyberattacks on Target Firms? Posted by René M. Stulz (Ohio State University), on Friday, March 30, 2018 Tags: Board oversight, Cash flows, Cybersecurity, Equity-based compensation, Executive Compensation, Firm valuation, Leverage, Market reaction, Privacy, Public firms, Risk management, Risk-taking, Shareholder value, Target firms An Early Look at the State of U.S. CEO Pay Posted by John Roe, ISS Analytics, on Friday, March 30, 2018 Tags: Compensation disclosure, Compensation […]

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The Maturing Market for Representation and Warranty Insurance

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 5, 2018

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 […]

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Texas Gulf Sulphur and the Genesis of Corporate Liability Under Rule 10b-5

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 5, 2018

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 […]

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Keynote Address of Commissioner Brian Quintenz before the DC Blockchain Summit

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 5, 2018

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 […]

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How Board Skills Vary by Director Age Groups

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 4, 2018

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 […]

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Has Section 404 of the Sarbanes-Oxley Act Discouraged Corporate Investment? New Evidence from a Natural Experiment

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 4, 2018

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 […]

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2018 Proxy Season: Early Trends in Pay Ratio Disclosure

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, April 4, 2018

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 […]

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