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HLS Faculty & Senior Fellows
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
The Fragmented Regulatory Landscape for Digital Tokens
The past few days have seen several interesting developments in the law and regulation of digital tokens. Each action reflects an intense focus by U.S. regulators to clarify the treatment of digital tokens, from those issued by startups in initial coin offerings (ICOs) to the more “traditional” cryptocurrencies such as bitcoin and litecoin, as well […]
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Posted in Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFTC, Commodities, Cryptocurrency, Equity offerings, Financial technology, FinCEN, ICOs, SEC, SEC enforcement, Securities enforcement, Securities regulation
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The Buyer’s Perspective on Security Design: Hedge Funds and Convertible Bond Call Provisions
Many studies consider optimal security design from the viewpoint of the issuer. Our article investigates the importance of the views of suppliers of capital in the design of securities. We do so by examining a market that has witnessed a major shift in the identity of the suppliers of capital, namely, the market for convertible […]
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Posted in Academic Research, Institutional Investors
Tagged Arbitrage, Bonds, Capital formation, Convertible bonds, Hedge funds
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Senate Rollback of Dodd-Frank
On March 14, 2018, the U.S. Senate passed the Economic Growth, Regulatory Relief, and Consumer Protection Act (S. 2155), a financial reform bill also known as the “Crapo Bill” for its primary sponsor, Senator Mike Crapo (R-ID). Although not as sweeping in scope as the Financial CHOICE Act—the financial reform bill passed by the House […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Foreign banks, Liquidity, Prudence, S. 2155, SIFIs, Stress tests, Systemic risk, US Senate, Volcker Rule
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Lessons Learned from Trian’s Campaign at Procter & Gamble
On Dec. 15, 2017, sixty-six days after holding its annual meeting, The Procter & Gamble Company announced that Nelson Peltz, founding partner and chief executive officer of Trian Fund Management, L.P., would join Procter & Gamble’s board in March 2018, marking a dramatic conclusion to the so-called “largest proxy fight in history” and the “the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Institutional Investors, Long-Term value, Proxy advisors, Proxy contests, Shareholder activism, Shareholder voting
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Judicial Deference, Procedural Protections, and Deal Outcomes in Freezeout Transactions: Evidence from the Effect of MFW
Prior to 2013, merger freezeouts were invariably subject to entire fairness review, a demanding standard of judicial review that permits a judicial revision of the price paid to the target shareholders when the price is challenged. Even approval of the deal by a special committee of independent directors (“SC”) or by the majority-of-the-minority shareholders (“MOM”) […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Delaware articles, Delaware cases, Delaware law, Fairness review, Freezeouts, Merger litigation, Mergers & acquisitions, Minority shareholders
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The SEC and Virtual Currency Markets
“For any normal person trying to respond, it would be hellish.” Major media sources reported last week that the US Securities and Exchange Commission (“SEC”) has intensified its ongoing probe of the virtual currency markets. This probe builds on a recent disclosure by the head of the SEC’s Cyber Unit that more than a dozen […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance and disclosure interpretation, Cryptocurrency, Financial technology, ICOs, SEC, SEC enforcement, Securities enforcement
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Toward a Horizontal Fiduciary Duty in Corporate Law
The duty of care and the duty of loyalty are the twin pillars on which corporate law is constituted. Together, they form the fiduciary duty that guides and binds every corporate officer and director. The duty of care requires directors and officers to exercise the level of care that a prudent person would use under […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Agency costs, Board monitoring, Board oversight, Board performance, Boards of Directors, Conflicts of interest, Director liability, Duty of care, Duty of loyalty, Fiduciary duties, Information asymmetries, Information environment, Liability standards, Reputation, Securities enforcement
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Corporations and the Culture Wars
Increasingly, corporations are finding themselves called upon to become—willingly or unwillingly—participants in a range of social and political controversies. While retail businesses long have been accustomed to consumer-driven activism such as boycotts and publicity campaigns, the current movement is significantly different. Today, institutional investors and other stakeholders are asking companies to take public stances on […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate culture, Corporate Social Responsibility, Diversity, Environmental disclosure, ESG, Institutional Investors, Reputation, Shareholder proposals, Stewardship, Sustainability
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Traceable Shares and Corporate Law
A healthy system of shareholder voting is crucial for any regime of corporate law. The proper allocation of governance power is subject to debate, of course, but everyone should be concerned with the fitness of the underlying mechanism used to stuff the ballot boxes. Proponents of shareholder power, for instance, cannot argue for greater control […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Litigation & Enforcement
Tagged Accounting, Beneficial owners, Blockchain, Boards of Directors, Class actions, Clearing houses, Corporate liability, Financial technology, Misconduct, Ownership, Securities litigation, Shareholder rights, Shareholder suits, Shareholder voting
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Weekly Roundup: March 16–22, 2018
Statement at Open Meeting on Investment Company Liquidity Disclosure Posted by Michael S. Piwowar, U.S. Securities and Exchange Commission, on Friday, March 16, 2018 Tags: Accounting, Disclosure, Exchange-traded funds, Financial reporting, Investor protection, Liquidity, Mutual funds, Risk management, SEC, Securities regulation, Transparency Statement on Proposed Amendments to Public Reporting of Fund Liquidity Information Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Friday, March 16, 2018 […]
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