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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
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. […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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, […]
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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
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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 […]
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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
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Weekly Roundup: May 20–May 26, 2016
Creditor Rights, Claims Enforcement, and Bond Returns in Mergers and Acquisitions Posted by Luc Renneboog, Tilburg University, on Friday, May 20, 2016 Tags: Bankruptcy, Bondholders, Bonds, Credit exposure, Cross-border transactions, Debt, Debtor-creditor law, Europe,International governance, Legal systems, Merger announcements, Mergers & acquisitions, Risk arbitrage, Takeover premiums, Takeovers Prioritizing Cybersecurity: Five Questions for Portfolio Company Boards […]
Click here to read the complete postInvestors and Board Composition
In today’s business environment, companies face numerous challenges that can impact success—from emerging technologies to changing regulatory requirements and cybersecurity concerns. As a result, the expertise, experience, and diversity of perspective in the boardroom play a more critical role than ever in ensuring effective oversight. At the same time, many investors and other stakeholders are […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board dynamics, Board independence, Board performance, Board turnover, Boards of Directors, Director qualifications, Diversity, Institutional Investors, Succession
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Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay
In our paper, Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay, forthcoming in the Contemporary Accounting Research, we try to quantify the influence of management recommendations on shareholder votes. In the post-Enron world, firms have become increasingly responsive to shareholder votes, even when non-binding. A key driver of […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Executive Compensation
Tagged Accountability, Agency costs, Executive Compensation, Management, Say on frequency, Say on pay, Shareholder activism, Shareholder voting
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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 […]
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