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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
- 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
SEC Enforcement: 2016 in Review and Looking Ahead to 2017
Enforcement activity increased again in fiscal year 2016, and the U.S. Securities and Exchange Commission (“SEC”) continued to pursue a broad agenda. Consistent with former Chair Mary Jo White’s “broken windows” enforcement policy, the Division of Enforcement brought actions “that spanned the spectrum of the securities industry.” In total, the SEC brought 868 enforcement actions, the […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Deregulation, Dodd-Frank Act, FCPA, Fiduciary rule, Insider trading, Money laundering, SEC, SEC enforcement, Securities enforcement, Securities litigation, Securities regulation, Whistleblowers
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The Dealmaking State
In The Dealmaking State, we consider the consequences if deals became a principal mechanism for the promulgation of government policy, overseen by an executive who promises to be the dealmaker in chief. We also recommend that some useful constraints on the practice be adopted. We do so because with a deal-making president in the White […]
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Posted in Academic Research, Financial Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions
Tagged Common ownership, Donald Trump, Financial regulation, Incentives, Managerial style, Mergers & acquisitions, Negotiation, Public interest, Sovereign debt, Taxation
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Is Disgorgement a “Forfeiture” for Statute of Limitations Purposes?
In Gabelli v. SEC, 133 S.Ct. 1216 (2013), the Supreme Court held that the five-year statute of limitations in 28 U.S.C. §2462, which applies to actions for penalties, fines and forfeitures, begins to run when a violation is complete rather than when it is later discovered. The Court quoted Chief Justice Marshall’s statement from more […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFPB, Disgorgement, Exchange Act, Investor protection, Liability standards, Misconduct, SEC, SEC enforcement, Securities damages, Securities regulation, Statute of limitations, Supreme Court, U.S. federal courts
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Defusing the Antitrust Threat to Institutional Investor Involvement in Corporate Governance
For the past thirty years, regulatory reform efforts have focused on encouraging diversified institutional investor involvement in corporate governance. Now, some recent economic research threatens to chill these developments. In Azar, Schmalz and Tecu (working paper 2015) and Azar, Raina and Schmalz (working paper 2016), the authors argue that concentration among shareholdings by institutional investors […]
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Posted in Academic Research, Empirical Research, Executive Compensation, Institutional Investors, Securities Regulation
Tagged Antitrust, Behavioral finance, Clayton Act, Executive Compensation, Executive performance, Firm performance, Incentives, Institutional Investors, Investor protection, Management, Ownership, Peer groups, Shareholder value, Sherman Act
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Acting SEC Chair’s Steps to Centralize the Process of Issuing Formal Orders—Are Commentators Drawing the Right Lessons?
Several sources have reported that Acting SEC Chair Michael Piwowar recently issued a directive mandating that only the Acting Director of the Division of Enforcement can authorize the issuance of formal orders of investigation, the means by which the SEC authorizes its investigative staff to issue subpoenas. The change—which reportedly strips approximately 20 Enforcement Division […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities regulation
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U.S. Tax Reform: Strategies for Executing Transactions in the Face of Uncertainty
Tax reform plans would fundamentally alter the landscape for key business decisions, impacting a business’ legal, finance, corporate development and other divisions, as well as tax groups. Key Points: Tax reform would change taxation, capital and operating structures. The House Ways & Means Committee and the Trump Administration have each released tax reform proposals addressing […]
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Posted in Accounting & Disclosure, Financial Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Accounting, Capital markets, Cross-border transactions, Disclosure, Financial regulation, Incorporations, Internal Revenue Code, International governance, IRS, Mergers & acquisitions, REITs, Securities regulation, Tax avoidance, Taxation
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The Delaware Trap: An Empirical Study of Incorporation Decisions
One of the most enduring debates in corporate law is whether the United States system of corporate law federalism leads to a “race to the bottom” or a “race to the top.” Race to the bottom theorists argue that because insiders of companies must initiate incorporation decisions, jurisdictions compete to provide legal rules that favor […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Accounting, Corporate forms, Decision-making, Delaware articles, Delaware law, Disclosure, Incorporations, Inside counsel, Jurisdiction, Regulation D, Risk, State law
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The Modern Slavery Act 2015: Next Steps for Businesses
Under the Modern Slavery Act 2015, organisations conducting business in the United Kingdom with worldwide revenues of at least £36 million are required to publish a transparency statement describing the steps they have taken in the last financial year to ensure their business and supply chains are free from modern slavery and human trafficking. The […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Cross-border transactions, Disclosure, Due diligence, Financial reporting, International governance, Labor markets, Oversight, Risk management, Transparency, UK
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