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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
Weekly Roundup: August 26–September 1, 2016
Capitalizing on Capitol Hill: Informed Trading by Hedge Fund Managers Posted by Jiekun Huang, University of Illinois Urbana-Champaign, on Friday, August 26, 2016 Tags: Campaign finance, Firm performance, Fund managers, Hedge funds, Information asymmetries, Information environment, Inside information, Insider trading, Lobbying, Political spending, Securities regulation, STOCK Act, Stock returns The 2016 Proxy Season: Proxy Access […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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D.C. Circuit Approval of the Constitutionality of SEC Administrative Proceedings
On August 9, 2016, a three-judge panel of the United States Court of Appeals for the District of Columbia Circuit issued Lucia v. SEC, a significant decision that holds that the Securities and Exchange Commission’s (“SEC” or “Commission”) use of administrative law judges (“ALJs”) is constitutional. In so doing, the D.C. Circuit ruled that the […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Jurisdiction, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, U.S. federal courts
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Price Impact, Materiality, and Halliburton II
In a recent article entitled Price Impact, Materiality, and Halliburton II, Drew Roper and I discuss various themes and issues that have arisen in the lower court rulings applying the Supreme Court’s ruling in Halliburton v. Erica John Fund, Inc., 134 S. Ct. 2398 (2014) (“Halliburton II”). The Supreme Court’s decision in this important case reaffirmed the […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Empirical Research, HLS Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Basic, Disclosure, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Information environment, Market efficiency, Market reaction, Materiality, Reliance, Rule 10b-5, Securities litigation, Stock mispricing, Supreme Court
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Glass Lewis Thoughts on the “Commonsense Principles of Corporate Governance”
On July 21, 2016 a group of 13 high profile investors and corporate executives released a set of “Commonsense Corporate Governance Principles” which opined on the roles and responsibilities of boards and investors. The Principles—which largely center on the themes of independent, experienced and diverse boards, transparency, sound board and executive compensation and long-term value creation—generally recommend […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Antitakeover, Board independence, Commonsense Principles, Dual-class stock, Engagement, Fund managers, Glass Lewis, Institutional Investors, Long-Term value, Ownership, Proxy access, Proxy advisors, Shareholder voting
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Corporate Litigation: Advancement of Legal Expenses
Corporate indemnification and advancement of legal expenses are distinct rights, with advancement being a narrower and more provisional contractual benefit. By relieving corporate officials from the personal financial burden of paying ongoing expenses arising from lawsuits and investigations, advancement is widely recognized as an important corollary to indemnification as an inducement to secure able individuals […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Attorneys' fees, Boards of Directors, Charter & bylaws, Contracts, Delaware cases, Delaware law, DGCL, Director liability, Exchange Act, Indemnification
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Buyout Activity: The Impact of Aggregate Discount Rates
Leveraged buyouts are a powerful tool to alter incentives in firms and improve their corporate governance. Despite these benefits, the use of the buyout transaction varies wildly over time. In the U.S., peak buyout years exhibit close to one hundred public-to-private transactions and trough years as few as ten. What explains this dramatic time-variation in […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Acquisitions, Buyouts, Capital markets, Cost of capital, Debt, Going private, Incentives, IPOs, Leveraged acquisitions, Mergers & acquisitions, Private equity, Risk assessment, Risk-taking, Target firms
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Advance Notice Bylaws in Light of Corvex/Williams: Displacing the Placeholder Nomination
Advance notice bylaws are a near universal feature of the organizational documents of public companies. In their simplest form, they set a deadline, usually between 60 and 120 days before an upcoming stockholder meeting, by which a stockholder must give notice to the company of its intention to nominate director candidates and identify those nominees. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Advanced notice, Boards of Directors, Charter & bylaws, Director qualifications, Hedge funds, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder meetings, Shareholder nominations, Shareholder voting
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Private Equity Portfolio Company IPOs and SEC Review: What to Expect
Private-equity (“PE”) sponsored issuers are estimated to have represented nearly a quarter of all US-issuer IPOs in 2015, with that proportion being even higher in prior years. The relationship of PE sponsor to IPO issuer presents a core group of issues and a short list of recurring themes in the SEC review and comment process. […]
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