-
Supported By:
Subscribe or Follow
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
Limiting Government’s Attempts to Expand the Scope of FIRREA
On May 23, 2016, the United States Court of Appeals for the Second Circuit reversed a jury’s finding of liability and the district court’s imposition of a $1.27 billion civil penalty on Countrywide and related defendants (collectively, “Countrywide”) under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”) for mail or wire fraud […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Court Cases, Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Contracts, Corporate fraud, Fannie Mae, Financial crisis, Financial institutions, Financial regulation, FIRREA, Freddie Mac, Misconduct, Subprime securities, U.S. federal courts
Comments Off on Limiting Government’s Attempts to Expand the Scope of FIRREA
SEC Guidance and Non-GAAP Measures
On May 17, 2016, the SEC’s Division of Corporation Finance escalated the SEC’s efforts to curb perceived misuse of non-GAAP financial measures with the issuance of a revised set of Compliance and Disclosure Interpretations (CDIs). This action follows a series of speeches by SEC Chair Mary Jo White and SEC senior staff members, and an […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Compliance and disclosure interpretation, Disclosure, Earnings announcements, Financial reporting, Form 8-K, Liquidity, Reporting regulation, SEC, SEC rulemaking, Taxation
Comments Off on SEC Guidance and Non-GAAP Measures
Chelsea Therapeutics: Management Projections & Fiduciary Duties
The Delaware Court of Chancery’s decision in Chelsea Therapeutics Stockholder Litigation (May 20, 2016) underscores the benefits of disclosure to stockholders with respect to a board’s decision—in valuing the company in connection with a sales process—to not take into account (or to modify or revise) projections prepared by management. It should be noted that the […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Disclosure, Duty of care, Duty of loyalty, Fiduciary duties, Firm valuation, Management, Merger litigation, Mergers & acquisitions, Offer pricing, Shareholder suits
Comments Off on Chelsea Therapeutics: Management Projections & Fiduciary Duties
Weekly Roundup: June 3–June 9, 2016
Reassessing the Distinction Between Corporate and Securities Law Posted by James J. Park, University of California, Los Angeles , on Friday, June 3, 2016 Tags: Disclosure, Dodd-Frank Act, Federalism, Investor protection, Misconduct, Rule 10b-5, Securities Act, Securities fraud, Securities regulation, Shareholder value, SOX, State law, Stock mispricing Remarks on Optimizing the Equity Markets Posted by […]
Click here to read the complete postGovernance Practices for IPO Companies
With ongoing pressure on companies that are past the IPO stage to update or modify their corporate governance practices to align with the views of some shareholders and proxy advisory firms, we thought this would be a good time to review corporate governance practices of newly public companies to see if they have also shifted […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications
Tagged Antitakeover, Boards of Directors, Charter & bylaws, Classified boards, Forum selection, IPOs, Majority voting, Ownership structure, Public firms, Shareholder elections, Shareholder voting, Staggered boards, Surveys, Takeover defenses
Comments Off on Governance Practices for IPO Companies
Corporate Privacy Failures Start at the Top
In my article, Corporate Privacy Failures Start at the Top, forthcoming in the Boston College Law Review, I offer a new theory to explain why corporations are so bad at privacy. We have all heard numerous stories of corporations neglecting to protect, failing to consider, or in some cases even intentionally violating the privacy of […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Behavioral finance, Consumer protection, Cybersecurity, Disclosure, Information environment, Investor protection, Management, Managerial style, Misconduct, Privacy, Securities regulation
Comments Off on Corporate Privacy Failures Start at the Top
An Empirical Analysis of Public Enforcement of Directors’ Duties in Australia
There is significant international interest in enforcement of directors’ duties. Our paper presents the findings of an empirical study of judicial proceedings brought by the Australian Securities and Investments Commission (ASIC) and the Commonwealth Director of Public Prosecutions (CDPP) for breaches of the directors’ duties provisions of the Corporations Act 2001 (Cth) in the ten […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Securities Regulation
Tagged Australia, Boards of Directors, Conflicts of interest, Director liability, Duty of care, Duty of good faith, Fiduciary duties, International governance, Liability standards, Misconduct, Securities enforcement
Comments Off on An Empirical Analysis of Public Enforcement of Directors’ Duties in Australia
Women Directors and Participation on Key Committees
Women corporate directors globally are showing greater proportional gains on occupying key board committees than on boards overall, according to a new analysis by leading governance and ESG data and analytics provider Institutional Shareholder Services. Between Jan. 1, 2014, and Jan. 1, 2016, the proportion of women directorships at companies across major markets and indices […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Audit committee, Australia, Board composition, Board dynamics, Boards of Directors, Canada, Compensation committees, Director qualifications, Diversity, EU, Europe, International governance, Japan, Nominating committees, UK
Comments Off on Women Directors and Participation on Key Committees
How Does Hedge Fund Activism Reshape Corporate Innovation?
The idea that stock market pressure leads to “managerial myopia” has been a recurring concern and has evolved into a heated debate in recent years as activist hedge funds have come to epitomize shareholder empowerment. Our study, How Does Hedge Fund Activism Reshape Corporate Innovation?, aims to inform the debate by analyzing how hedge fund […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Bebchuk-Brav-Jiang study, Capital allocation, Firm performance, Hedge funds, Innovation, Long-Term value, Patents, R&D, Shareholder activism, Short-termism
Comments Off on How Does Hedge Fund Activism Reshape Corporate Innovation?