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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 Christine Davine
- 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 Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Spoofing and its Regulation
Drawing on microstructure and financial economics, our new paper, Spoofing and Its Regulation, seeks to clarify the considerable confusion among commentators and the courts with regard to a common kind of quote-driven manipulation, often referred to as “spoofing.” We conclude normatively that spoofing is a socially undesirable activity and provide a sounder rationale for finding […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Market efficiency, Market manipulation, Rule 10b-5, Securities enforcement, Securities fraud, Securities regulation, Spoofing
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White-Collar and Regulatory Enforcement: What Mattered in 2021 and What to Expect in 2022
Introduction The Biden administration has just completed its first full year in office, and the talk has been tough. New leadership at DOJ, the SEC, the FTC, the CFTC, and other regulatory and law enforcement agencies have issued statements and policy revisions signaling their intention to train more focus on white-collar and regulatory enforcement. We […]
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Posted in ESG, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Cybersecurity, DOJ, ESG, FCPA, SEC, SEC enforcement, Securities enforcement, Securities fraud, Whistleblowers
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The Corporate Governance Gap
A reliable system of corporate governance is an important requirement for the long-term success of public companies. After decades of research and policy advocacy, there is a growing sense that many public corporations are finally nearing the promised land: their boards seem more diverse, large investors seem more engaged, and directors seem more accountable than […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, HLS Research, Institutional Investors
Tagged Boards of Directors, Engagement, Hedge funds, Index funds, Institutional Investors, Private ordering, Securities regulation, Shareholder activism, Shareholder voting, Small firms
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The 2022 Boardroom Agenda
The role of the corporation and the board in an ever-changing world The saying “the more things change, the more they stay the same” has been around for a long time, but events of the past few years suggest that it may no longer be true. Those events have stress tested the status quo to […]
Click here to read the complete postM&A Outlook for 2022
2021 was a historic year for mergers and acquisitions activity. While some reversion to the mean may be in store, we expect robust dealmaking to continue in 2022. As boards of directors and management teams seek opportunities in this competitive market, they will need to navigate a dynamic regulatory landscape and should expect investors and […]
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Posted in ESG, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, ESG, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities regulation
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The Materiality Debate and ESG Disclosure: Investors May Have the Last Word
In 2021, investors and regulators continued to focus on the scope and quality of public company disclosure of environmental, social and governance (ESG) information. In the background, the controversial debate intensified over whether ESG information, while of interest to many stakeholders, should be considered “material” for the purposes of the securities laws such that disclosure […]
Click here to read the complete postAn Economic Substance Approach to SPAC Regulation and the Implications of MultiPlan for SEC Rulemaking
Two seemingly unrelated topics have received a lot of attention recently. One is the rise of SPACs, shell companies that take private companies public by merging with them. The other is the economic substance approach in securities regulation. Over the past two years, SPACs have closed mergers with a total announced enterprise value of more […]
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Posted in Academic Research, Accounting & Disclosure, Mergers & Acquisitions, Securities Regulation
Tagged Information asymmetries, Investor protection, IPOs, Mergers & acquisitions, Securities regulation, SPACs, Special purpose vehicles, Underwriting
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Log4j: Enforcement Risk for Public Companies
The Apache Log4j vulnerability continues to command significant attention throughout the public and private sectors. In a recent interview, the director of the US Cybersecurity and Infrastructure Security Agency (CISA) described Log4j as the “most serious vulnerability” she has seen in her decades-long career. On December 22, 2021, CISA, along with the Federal Bureau of […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Cybersecurity, Disclosure, Internal control, Risk, Risk assessment, Risk management, Risk oversight, SEC enforcement, Securities enforcement
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Theranos: The Limits of the “Fake It Till You Make It” Strategy
In a case that tested the limits of the “fake it till you make it” approach to a startup business, on January 3, 2022, a jury in the U.S. District Court for the Northern District of California convicted Elizabeth Holmes, founder and former CEO of now-defunct Theranos Inc., on one count of conspiracy to commit wire fraud […]
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