Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Golf Buddies and Board Diversity

Studies have shown that firms benefit from corporate boards comprising men and women. Yet in 2014, women’s share of board seats in developed economies averaged 16.7 percent, varying from 3 percent in Japan to 19 percent in the US, and 30 percent in France. There is a gender glass ceiling in board representation. But women […]

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SEC and Mining Disclosures

The U.S. Securities and Exchange Commission (the “SEC”) proposed last week to replace completely its disclosure requirements for SEC-registered companies engaged in mining activities. The proposal, issued on June 16, responds to repeated calls over the years for the SEC to improve its mining disclosure requirements and harmonize them with international standards.

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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , | Comments Off on SEC and Mining Disclosures

The Day After Brexit

An exit vote yesterday, June 23, 2016, will confront many companies with a host of challenges. Our presentation, available here, discusses the immediate legal questions firms will need to examine: Does the vote trigger break clauses or termination rights in my contracts? Will my seconded staff have to return to base? Will my firm’s passport to do cross-border business […]

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Brexit: Legal Implications

In a referendum held in the UK on June 23, 2016, a majority of those voting voted for the UK to leave the EU. This post briefly summarizes some of the main legal implications of the “leave” vote and is primarily for the benefit of those outside the UK who have not followed the referendum campaign […]

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Delaware Share Ownership and the Blockchain

On May 2, 2016, at the second annual Consensus conference in New York, Delaware Governor Jack Markell announced his support for the creation of a new method of representation of corporate share ownership. In addition to traditional certificated and uncertificated shares, all Delaware corporations (including a majority of the Fortune 500) will soon have the […]

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Non-GAAP Financial Measures: The SEC’s Evolving Views

For months now, the Securities and Exchange Commission (the “SEC”) has been warning—in speeches by commissioners and senior staff, at conferences, and in comment letters to companies—about growing misuse of non-GAAP financial measures (“NGFMs”). On May 17, 2016, the SEC’s Division of Corporation Finance released new and updated Compliance and Disclosure Interpretations (“C&DIs”) on the […]

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Weekly Roundup: June 17–June 23, 2016

The New EU Market Abuse Regulation Posted by Simon Witty, Davis Polk & Wardwell LLP, on Friday, June 17, 2016 Tags: Debt securities, Disclosure, ESMA, EU, Europe, Fraud-on-the-Market, Inside information, Insider trading,International governance, Listing standards, Securities regulation What are the Consequences of Regulating Executive Compensation? Posted by Anya Kleymenova, University of Chicago, on Friday, June […]

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Activist Investors and Target Identification

Considering the growing amount of capital available to established activists and new entrants, the trend for increasing shareholder activity in the US and globally is likely to continue. This post reviews the first phase of an activist’s campaign and perhaps the most important component of any activist investment strategy: how activists go about identifying undervalued and […]

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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications | Tagged , , , , , , , , , , , , | Comments Off on Activist Investors and Target Identification

The Value of Creditor Control in Corporate Bonds

In our article, The Value of Creditor Control in Corporate Bonds, recently published in the Journal of Financial Economics, we introduce a measure that captures the premium in bond prices that is due to the value of creditor control. We estimate the premium as the difference in the bond price and an equivalent synthetic bond […]

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Hiring and Firing a Key Executive at Yahoo

Yahoo! Inc. paid its Chief Operating Officer (COO) just under $100 million for 14 months work (November 12, 2012–mid-January 2014). This compensation/severance arrangement is the subject of a recent opinion by the Delaware Court of Chancery and is the subject of this post. The Amalgamated Bank Case On February 2, 2016, the Delaware Court of […]

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