-
Supported By:
Subscribe or Follow
HLS Faculty & Senior Fellows
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
SEC, Financial Reporting, and Financial Fraud
For those who have been through multiple business cycles, the SEC’s recent focus on financial fraud and accounting irregularities is nothing new. While there have been periods of time during which the SEC focused on financial fraud, there are also intervals when other issues are more prominent, like the most recent financial crisis. Nevertheless, it […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting standards, Audit committee, Capital formation, Corporate fraud, CSC, Financial reporting, Firm valuation, GAAP, Innovation, Investor protection, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities regulation
Comments Off on SEC, Financial Reporting, and Financial Fraud
Merrill Lynch v. Manning
In Merrill Lynch, Pierce, Fenner & Smith Inc. v. Manning, No. 14-1132 (May 16, 2016), the Supreme Court held that the provision of exclusive federal jurisdiction in the Securities Exchange Act of 1934 (“Exchange Act”) does not generally extend to claims brought under state law even if the complaint refers to purported Exchange Act violations. […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Exchange Act, Financial institutions, Jurisdiction, Liability standards, Regulation SHO, SEC, Shareholder suits, Shareholder voting, Short sales, State law, Supreme Court, U.S. federal courts
Comments Off on Merrill Lynch v. Manning
SEC Enforcement Actions against Public Companies and Subsidiaries
A report released [May 17, 2016] by the NYU Pollack Center for Law & Business and Cornerstone Research finds that U.S. Securities and Exchange Commission enforcements against public companies and their subsidiaries increased more than 50 percent in fiscal year 2015 and are on a pace to equal or exceed that high-water mark in FY 2016. […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, FCPA, Misreporting, Municipal securities, Pension funds, Public firms, SEC, SEC enforcement, Securities enforcement, Settlements, Subsidiaries
Comments Off on SEC Enforcement Actions against Public Companies and Subsidiaries
Influencing Control: Jawboning in Risk Arbitrage
Our paper, Influencing Control: Jawboning in Risk Arbitrage, publicly available on SSRN, provides the first study on a relatively new phenomenon of “activist risk arbitrage,” in which activist shareholders wield their influence over corporate control changes by blending shareholder activism into an M&A arbitrage strategy. More specifically, the activist arbitrageurs attempt to block an announced […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Institutional Investors, Mergers & Acquisitions
Tagged Activist arbitrageurs, Arbitrage, Change in control, Going private, Institutional Investors, Market reaction, Mergers & acquisitions, Risk arbitrage, Shareholder activism
Comments Off on Influencing Control: Jawboning in Risk Arbitrage
Stock Repurchases and Persistent Asymmetric Information
A widely documented empirical finding is that share prices fall in response to a firm’s announcement of a seasoned equity offering (SEO). The standard explanation for this empirical regularity is that a firm has information that investors lack, and a SEO reveals to investors that the firm’s information is negative (see, in particular, Myers and […]
Click here to read the complete post
Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Equilibrium, Equity offerings, Firm valuation, Incentives, Information asymmetries, Information environment, Inside information, Market efficiency, Market reaction, Repurchases, Signaling, Stock performance
Comments Off on Stock Repurchases and Persistent Asymmetric Information
Fed, FDIC, and “Not Credible” Resolution Plans
[On April 13, 2016], the Federal Reserve and the FDIC provided feedback on the 2015 resolution plans filed by the eight “first-wave” domestic filers, and issued Guidance to govern their 2017 resolution plans. Most significantly, the Federal Reserve and the FDIC jointly determined that the resolution plans of five financial companies were “not credible” as […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bankruptcy, Bankruptcy Code, Banks, FDIC, Federal Reserve, Financial institutions, GAO, Recovery & resolution plans
Comments Off on Fed, FDIC, and “Not Credible” Resolution Plans
CFPB and Class Action Arbitration
On May 5, 2016, the Consumer Financial Protection Bureau (CFPB) released a 377-page notice of proposed rulemaking that would prohibit, going forward, banks and a variety of other companies from including in contracts arbitration clauses that would prevent consumers from filing or participating in class-action litigation. According to the press release: “With this contract gotcha, […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accountability, Arbitration, Banks, CFPB, Class actions, Consumer protection, Contracts, Dodd-Frank Act, Financial institutions, Financial regulation
Comments Off on CFPB and Class Action Arbitration
SEC Guidance on Non-GAAP Financial Measures
On May 17, 2016, the U.S. Securities and Exchange Commission staff issued important updates to its Compliance and Disclosure Interpretations regarding the use of non-GAAP financial measures. Last significantly modified in January 2010, these interpretations provide new guidance to help companies avoid presenting financial information in an improper or potentially misleading manner. Below we look […]
Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Compliance and disclosure interpretation, Disclosure, Earnings disclosure, Filings, Financial reporting, Form 8-K, GAAP, SEC, Securities regulation
Comments Off on SEC Guidance on Non-GAAP Financial Measures
An Examination of Changes in Earnings Management after Receiving SEC Comment Letters
The Securities and Exchange Commission (SEC) has long been concerned that earnings management practices result in adverse consequences for investors, including masking the true nature of economic transactions, and has often called for increased regulatory oversight of the financial reporting process. In our paper, The Switch Up: An Examination of Changes in Earnings Management after […]
Click here to read the complete post