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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
SEC Enforcement Activity—Strong Through First Half of FY 2017
Despite the uncertainty introduced by changes in SEC leadership and the new administration, enforcement activity continued at a strong pace during the first half of FY 2017 (October 1, 2016–March 31, 2017). Total Number of SEC Enforcement Actions Filed The SEC filed 334 total enforcement actions during the first half of FY 2017, compared to 372 during […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Disclosure, FCPA, Financial reporting, Insider trading, SEC enforcement, Securities enforcement, Securities regulation
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Board Changes and the Director Labor Market: The Case of Mergers
The modern era has ushered in dramatic changes to corporate governance. While firms used to place celebrities and politicians on their boards, increased demand for specialized expertise and greater scrutiny by regulators, activists, and shareholders all likely motivated firms to alter their boards and demand more from directors. In spite of this, little is known […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Mergers & Acquisitions
Tagged Agency costs, Board composition, Board dynamics, Board performance, Boards of Directors, Director qualifications, Management, Mergers & acquisitions, Oversight, Shocks
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The Regulation of Trading Markets: A Survey and Evaluation
The U.S. equity markets have undergone profound changes in the past 15 years. In place of face-to-face or telephonic negotiation and execution of trades, electronic communications and information processing systems match incoming buy and sell orders automatically. Trading in listed stocks, which used to be heavily concentrated on the listing exchange, is now widely dispersed […]
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Posted in Academic Research, Financial Regulation, Securities Regulation
Tagged Algorithmic trading, Broker-dealers, Dark pools, Equity capital, Financial regulation, Financial technology, High-frequency trading, Market conditions, Market efficiency, Proprietary trading, Regulation NMS, Securities regulation
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Corporate Governance in the Trump Era: A Note of Caution
The past decade or so has been a challenging time for publicly held companies, particularly those in the financial sector. Since 2008, banks and financial services firms have been the subject of an aggressive effort by the U.S. government to crack down on those seen as associated with the market crash of 2008 and the […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Banks, Deregulation, Disclosure, Donald Trump, FCPA, Financial crisis, Financial institutions, Financial regulation, Insider trading, Misconduct, Savings and loans, SEC enforcement, Securities enforcement
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Weekly Roundup: April 28–May 4, 2017
Determining the Likely Standard of Review in Delaware M&A Transactions Posted by Robert B. Little & Joseph A. Orien, Gibson, Dunn & Crutcher LLP, on Friday, April 28, 2017 Tags: Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Duty of care, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder […]
Click here to read the complete postContested Visions: The Value of Systems Theory for Corporate Law
Our article addresses the fundamental question: What is a corporation? Some experts say the corporation is a grantee of the state and should serve a public purpose (concession theory). Others describe the corporation as a legal entity that can hold property and enter contracts in its own name (entity theory). Still others argue the corporation […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Accountability, Citizens United v. FEC, Contracts, Corporate forms, Corporate veil, Firm performance, Long-Term value, Shareholder activism, Shareholder primacy, Shareholder value, Short-termism, Sustainability
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Kokesh v. SEC: Supreme Court to Discuss Application of Statute of Limitations to SEC Disgorgement
“Chief Justice Marshall said it was utterly repugnant to the genius of our laws to have a penalty remedy without limit … the concern, it sees seems to me, is multiplied when it’s not only no limitation, but it’s something that the government kind of devised on its own.” —Chief Justice Roberts The Supreme Court […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disgorgement, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Statute of limitations, Supreme Court
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Independent Directors: New Class of 2016
Today’s boards are navigating disruptive changes, a dynamic geopolitical and regulatory environment, shifting consumer and workforce demographics, and shareholder activist activity amid a push by leading investors for a more long-term strategic focus. These demands highlight the critical role boards play in helping companies manage risk and seize strategic opportunities. To see how boards are […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Board composition, Board dynamics, Board independence, Board performance, Boards of Directors, Director qualifications, Director tenure, Diversity, Management
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Independent Directors and Controlling Shareholders
Independent directors are an important feature of modern corporate law and courts and lawmakers around the world increasingly rely on these directors to protect investors from controlling shareholder opportunism. In our Article, Independent Directors and Controlling Shareholders, forthcoming in the University of Pennsylvania Law Review, we examine this reliance. We show that the existing director-election regime […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research
Tagged Agency costs, Board independence, Boards of Directors, Conflicts of interest, Controlling shareholders, Delaware law, Dual-class stock, Incentives, Investor protection, Management, Oversight, Shareholder rights
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Uncertainty on the Application of Unocal to Corwin Transactions: Paramount Gold & Silver
In Paramount Gold and Silver Stockholders Litigation (April 13, 2017), the shareholder-plaintiffs claimed that the directors of Paramount Gold and Silver Corporation had breached their fiduciary duties by agreeing to an unreasonable “deal protection device” in connection with the merger pursuant to which Paramount was being acquired by Coeur Mining, Inc. Specifically, the plaintiffs contended […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Boards of Directors, Business judgment rule, Charter & bylaws, Deal protection, Delaware cases, Delaware law, Director liability, Fiduciary duties, Merger litigation, Mergers & acquisitions, Spinoffs, Termination fees
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