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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
Disclosure of Beneficial Ownership After the Panama Papers
The disclosure of the “Panama Papers” focused public interest on how elaborate corporate structures and offshore tax havens can be used by politicians, celebrities and other elites to obscure their assets, including concealing their beneficial ownership of companies. Conventional thinking suggests that trust in corporations and markets depend, in large part, on the existence of […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Securities Regulation
Tagged Accountability, Accounting, Beneficial owners, Compliance & ethics, Corporate culture, Disclosure, Engagement, Panama Papers, Securities regulation, Tax avoidance, Taxation, Transparency
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The Law and Brexit VII
Despite the protestations of some, the direction of travel in UK Government thinking seems to be towards the negotiation of a “hard” Brexit, meaning limited market access for services and goods to the EU single market. Attitudes also appear to be hardening in other EU member states: the Italian Prime Minister warned during the past […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Brexit, Compliance and disclosure interpretation, EU, Europe, Financial institutions, Financial regulation, Financial technology, France, Inside information, International governance, UK
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Weekly Roundup: September 30–October 6, 2016
A Unified Theory of Insider Trading Law Posted by Zachary J. Gubler, Arizona State University, on Friday, September 30, 2016 Tags: Debt securities, Disclosure, Exchange Act, Fiduciary duties, Information environment, Inside information, Insider trading, Liability standards, Repurchases, Rule 10b-5, Securities fraud, Securities regulation AML Obligations of Broker-Dealers Posted by Jonathan N. Eisenberg, K&L Gates LLP, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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When Do Merger Benefits to Directors Constitute Disabling Conflicts?
As the Delaware Supreme Court narrows the avenues for post-closing challenges to mergers (see our discussions of the implications of the Corwin and Cornerstone decisions here, here, here, and here), we expect that plaintiffs’ lawyers will increasingly seek to base their merger suits on specific allegations of conflicts that may have tainted the oversight of processes […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Caremark merger, Conflicts of interest, D&O insurance, Delaware cases, Delaware law, Director liability, Duty of loyalty, Fiduciary duties, Indemnification, Merger litigation, Mergers & acquisitions, Shareholder suits
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The Role of Financial Reporting and Transparency in Corporate Governance
In our article, The Role of Financial Reporting and Transparency in Corporate Governance (Economic Policy Review, 2016), we review the recent corporate governance literature that examines the role of financial reporting in resolving agency conflicts among a firm’s managers, directors, and capital providers. We view governance as the set of contracts that help align managers’ […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Executive Compensation
Tagged Accounting, Agency costs, Banks, Boards of Directors, Contracts, Executive Compensation, Financial institutions, Financial reporting, Incentives, Information asymmetries, Information environment, Management, Transparency
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Supreme Court’s Anticipated Ruling on Insider Trading
In its 2016 fall term, the U.S. Supreme Court will have the opportunity to consider two cases involving securities laws, one of which is already on the calendar for oral argument. The cases concern the “personal benefit” required to establish liability for insider trading and the jurisdictional requirements for class actions under the Securities Act […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Inside information, Insider trading, Jurisdiction, Liability standards, Section 11, Securities Act, Securities enforcement, Securities litigation, Social networks, State law, Supreme Court, U.S. federal courts
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2016-2017 Annual Benchmark Voting Policy Survey
ISS received 439 responses to this year’s policy survey, from 417 organizations. One hundred and twenty of the respondents were institutional investors, representing 115 organizations, including 73 asset managers or investment managers, 16 mutual funds, 15 government or state-sponsored pension funds, three foundations/endowments, three insurance companies (investment side), two alternative asset managers, and two labor […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Audit committee, Board independence, Board tenure, Board turnover, Boards of Directors, Canada, Dual-class stock, EU, Europe, Executive Compensation, International governance, Overboarding, Proxy advisors, Say on frequency, Say on pay, Surveys, Trusts, UK
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A Review of the STADA Arzneimittel Proxy Contest and the Activism Landscape in Germany
Active Ownership Capital (“AOC”), an activist investment company that takes minority positions in undervalued small to mid-size publicly traded companies in Western Europe and the Nordics, recently won a small, but significant, victory in a proxy battle it waged against STADA Arzneimittel AG (“STADA” or the “Company”), a publicly listed pharmaceutical company based in Germany. […]
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Posted in Boards of Directors, Corporate Elections & Voting, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, EU, Europe, Germany, International governance, Management, Proxy contests, Proxy fights, Shareholder activism, Shareholder rights, Shareholder voting, Takeovers
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The Insignificance of Clear-Day Poison Pills
Does the presence of a poison pill really matter for firm value? There are good reasons to believe that when it comes to pills, what really matters is their availability, and not whether they have been adopted. After all, even a firm that has not adopted a poison pill can quickly adopt one if a […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Antitakeover, Firm performance, Firm valuation, Institutional Investors, Mergers & acquisitions, Poison pills, Shareholder activism, Shareholder rights, Shareholder value, Takeover defenses, Takeovers, Tender offer
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The Investors’ Exchange
On September 2, 2016, the Investors’ Exchange, LLC (IEX) commenced full operations as a registered national securities exchange. After receiving over 400 comment letters during the U.S. Securities and Exchange Commission’s (SEC) review and a spirited debate on equity market structure, the SEC approved IEX’s application to become a national securities exchange on June 17, […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Algorithmic trading, Clearing houses, Equity capital, Financial technology, High-frequency trading, Regulation NMS, SEC, Securities regulation
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