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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
Dealmakers Expect a “Trump Bump” on M&A
After an unpredictable political cycle and an equally unpredictable M&A environment in 2016, dealmakers have refreshed their outlook for M&A activity under the Trump administration—and they like what they see. According to Brunswick Group’s 10th Annual Global M&A Survey, about 44% of respondents expect M&A activity to increase in 2017, a significant surge since last […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, Cross-border transactions, Donald Trump, Mergers & acquisitions, Proxy fights, Securities regulation, Settlements, Shareholder activism, Surveys, Taxation
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Voluntary Corporate Governance, Proportionate Regulation, and Small Firms: Evidence from Venture Issuers
Following the implementation of the Sarbanes-Oxley Act, many scholars and business leaders argued that one-size-fits-all corporate governance imposed disproportionately high compliance costs on small businesses, weakening their competitiveness vis-à-vis larger firms. As an alternative, these critics contended that “proportionate regulation,” in the form of regulatory exemptions for small firms, is an appropriate means of minimizing […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Accounting standards, Audit committee, Boards of Directors, Canada, Capital formation, Compliance & ethics, Disclosure, International governance, Oversight, Reporting regulation, Small firms, SOX, Venture capital firms
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Cayman Merger Take-Privates from NYSE and NASDAQ—2016 Year in Review
The Cayman Islands (Cayman) has been the leading offshore jurisdiction for merger and acquisition (M&A) activity over the last two (2) years. In 2015, Cayman-incorporated companies were the target of 863 transactions worth a combined value of USD116.41bn. The value was more than twice the amount of the British Virgin Islands with USD49.62bn (with 387 […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Cayman Islands, Going private, International governance, IPOs, Mergers & acquisitions, NASDAQ, NYSE
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Supreme Court Certiorari on Non-Disclosure of “Known Trends or Uncertainties” in SEC Filings
[On March 27, 2017], the U.S. Supreme Court granted certiorari in Leidos, Inc. v. Indiana Public Retirement System, No. 16-581. This appeal, which likely will not be decided until the first half of 2018, at the earliest, presents the question of whether non-disclosure of “known trends or uncertainties” under Item 303 of Regulation S-K may […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Class actions, Disclosure, Filings, Liability standards, Management, Regulation S-K, Rule 10b-5, SEC, SEC enforcement, Section 10(b), Securities enforcement, Securities fraud, Securities regulation, Supreme Court, U.S. federal courts
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Director Appointments—Is It “Who You Know”?
The best way to get on a board, is to be on a board. (Old adage) A pillar of modern corporate governance for U.S. public firms is shareholder representation by the board of directors. Shareholders, however, are generally unable to nominate the directors who will represent them in the boardroom. Instead, the incumbent board nominates […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Agency costs, Agency model, Board composition, Boards of Directors, Director qualifications, Diversity, Market reaction, Outside directors, Shareholder voting, Social capital, Social networks
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Weekly Roundup: March 31–April 6, 2017
Governance in the Changing U.S. Political Landscape Posted by George Dallas and Kerrie Waring, International Corporate Governance Network, on Friday, March 31, 2017 Tags: Boards of Directors, Compliance & ethics, Dodd-Frank Act, Donald Trump, ESG, FCPA, Financial regulation, Institutional Investors, Institutional monitoring, International governance, Investor horizons, Presidential elections, Securities regulation, Systemic risk, Taxation How Delaware […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Motivation, Information, Negotiation: Why Fiduciary Accountability Cannot Be Negotiable
While common law jurisdictions around the world exhibit substantial similarity in many basic features of fiduciary loyalty, fiduciary law is particularly diverse with regard to whether and to what extent should parties be allowed to define their relations contractually. This paper advances a theory of the extent and the limits of contractual freedom with regard […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation
Tagged Accountability, Agency costs, Common-law claims, Contracts, Delaware law, Disclosure, Duty of care, Duty of loyalty, Fiduciary duties, Information asymmetries, Information environment, Inside information, Insurance, Transparency
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