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

How Should a “Sustainable Corporation” Account for Natural Capital?

The problem we address is that corporate accountability to shareholders is incompletely supported by existing systems of financial accounting and reporting. This is important to corporate decision-makers, to shareholders and to society more broadly, because a failure to account adequately for corporate activity is likely to correspond to a misallocation of economic resources. In addressing […]

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The Impact of Executive Pay Decisions

A mid-sized consumer products company introduced a relative total shareholder return (TSR) measure to its long-term incentive program. The company had an “all-for-one, and one-for-all” culture, so all managers in the organization carried that same relative TSR metric. After a few years of challenged market performance, several mid-level managers left the company, seeing their unvested […]

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New PCAOB Auditor Reporting Standard Analysis

The Public Company Accounting Oversight Board (the “PCAOB”) recently released Staff Audit Practice Alert No. 15 (the “Practice Alert”), titled “Matters Related to Auditing Revenue From Contracts With Customers.” The Practice Alert provides guidance for auditors related to the Financial Accounting Standards Board’s 2014 Accounting Standard Update titled “Revenue from Contracts with Customers” (Topic 606) (the […]

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Treasury Recommendations for Capital Markets

On October 6, 2017, the US Department of the Treasury released a 220-page report on reforming the US regulatory system for the capital markets (Capital Markets Report). The Capital Markets Report includes 91 recommendations directed at financial regulators and Congress, but with a focus on the Securities and Exchange Commission (SEC) and the Commodity Futures […]

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Posted in Derivatives, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation | Tagged , , , , , , , , , , , | Comments Off on Treasury Recommendations for Capital Markets

Takeovers and (Excess) CEO Compensation

An executive compensation contract, especially when it comprises equity-based remuneration, ought to align the managerial objectives with those of shareholders. In our paper Takeovers and (Excess) CEO Compensation, we study if a CEO’s equity-based compensation—especially when it seems excessive—affects the choice and expected value generation in takeovers announced by European firms. According to the optimal […]

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Weekly Roundup: October 27–November 2, 2017

SEC’s Proposed Modernization of Regulation S-K Posted by Ropes & Gray LLP, on Friday, October 27, 2017 Tags: Confidentiality, Disclosure, FAST Act, Financial reporting, Regulation S-K, Reporting regulation, SEC, SEC rulemaking, Securities regulation Coordinating Compliance Incentives Posted by Veronica Root, University of Notre Dame, on Friday, October 27, 2017 Tags: Compliance & ethics, DOJ, FCPA, Misconduct, Securities enforcement, Settlements Post Vote Update: Revisiting the P&G-Trian Contest Posted by Colin Ruegsegger, Glass, Lewis […]

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The Continuing Support for Dual-Class Stock by Companies and Investors

The reported demise of dual-class stock appears to be, to paraphrase Mark Twain, “greatly exaggerated.” The end of dual-class stock was predicted following the decisions this summer by the major indices, including FTSE Russell (who operates the Russell 3000 index) and S&P Dow Jones (who manages the Dow Jones 500 index) to ban most companies […]

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The “Do’s” and “Dont’s” for Say on Pay

Advisory votes on compensation are more than half a decade old in the U.S., and the trends are clear: The vast majority of companies provide for annual votes. “Pay for performance” assessments underlie most investor voting. Each year the overall support level averages more than 90 percent, while about only about 2 percent of companies […]

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The Art of Drafting Milestones for an Earn-Out

Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement. The decision provides an anecdotal lesson in drafting milestones and suggests that the more technically prescribed milestones may be more difficult to meet, even though the development of the […]

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An Empirical Study of Special Litigation Committees: Evidence of Management Bias and the Effect of Legal Standards

Special litigation committees (SLCs) are controversial. They are supposed to dispassionately consider the merits of derivative litigation brought by shareholders against the company and some of its officers/directors, but they are composed of board members from the same company/board that is being sued. As a result, some shareholders and academics complain that these SLCs always […]

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