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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
- 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
Redacting Proprietary Information and IPOs
The U.S. Securities and Exchange Commission (SEC) mandates that publicly-traded firms disclose a large array of information to investors. Because certain disclosures could cause competitive harm, the SEC allows firms to request confidential treatment of competitively sensitive information contained in material agreements that it would otherwise be required to disclose to the public. If the […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Capital formation, Confidentiality, Disclosure, Firm performance, Information asymmetries, Information environment, Investor protection, IPOs, Market reaction, Public firms, Regulation D, SEC, Securities regulation, Signaling, Underpricing
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Information-Dissemination Law: The Regulation of How Market-Moving Information Is Revealed
Over the past few years, regulators have repeatedly decreed that they would end what was quickly becoming a routine practice: the release of market-moving information to high-speed traders just prior to the time at which it was being made available to the entire public. The most prominent examples of regulatory efforts in the area during […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Disclosure, High-frequency trading, Information asymmetries, Information environment, Inside information, Insider trading, Investor protection, Market reaction, Regulation FD, SEC, Securities regulation
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DOL Final “Investment Advice” Regulation
On April 6, 2016, the Department of Labor (the “DOL”) promulgated final regulations (the “Final Regulations”) defining the circumstances in which a person will be treated as a fiduciary under both the Employee Retirement Income Security Act of 1974 (“ERISA”) and Section 4975 of the Internal Revenue Code (the “Code”) by reason of providing investment […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Conflicts of interest, Consumer protection, DOL, ERISA, Fiduciary duties, Financial regulation, Internal Revenue Code, Investment advisers, Investor protection, Retirement plans
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In re Kenneth Cole: Business Judgment Review of Controlling Stockholder Mergers
[On May 5, 2016,] the New York Court of Appeals held that business judgment review is available in the context of going-private mergers of controlled companies. In re Kenneth Cole Prods., Inc. S’holder Litig. , No. 54 (N.Y. May 5, 2016). The decision adopts the same standards set forth by the Delaware Supreme Court in […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Business judgment rule, Buyouts, Controlling shareholders, Delaware law, Fairness review, Going private, Merger litigation, Mergers & acquisitions, Minority shareholders, New York, Shareholder suits, Special committees, State law
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Takeovers and Takings in the Next Economic Crisis
Economic crises can reverberate in the legal system long after they end. One potential echo from the last recession involves Takings Clause challenges to the federal government’s rescue of several failing companies. As I explain in a recent essay, Resetting the Baseline of Ownership: Takings and Investor Expectations After the Bailouts, perhaps the most significant […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Bailouts, Financial crisis, Financial regulation, Investor protection, Legal systems, Moral hazard, Ownership, Property rights, Public interest, Securities regulation, Signaling, Systemic risk, Too big to fail, Transparency
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Weekly Roundup: April 29–May 5, 2016
Executive Compensation Incentives Contingent on Long-Term Accounting Performance Posted by Lingling Wang, Tulane University, on Friday, April 29, 2016 Tags: Accounting, Accounting standards, Boards of Directors, Executive Compensation, Financial reporting, Firm performance, Incentives, Long-Term Value, Management, Pay for performance, Performance measures, Short-termism,Stock options Agencies’ Resolution Plan Feedback Posted by Dan Ryan, PricewaterhouseCoopers LLP, on Saturday, […]
Click here to read the complete postIncentive Compensation for Financial Institutions: Reproposal
Four of the six Agencies have jointly issued a proposed rule implementing Dodd-Frank Act Section 956 regarding incentive compensation paid by covered financial institutions. An earlier version of the rule was proposed in 2011.
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Posted in Banking & Financial Institutions, Executive Compensation, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banker bonuses, Banks, Compensation regulation, Dodd-Frank Act, Dodd-Frank s.956, Executive Compensation, FDIC, Federal Reserve, FHFA, Incentives, Management, NCUA, OCC, Risk management, Risk oversight, Risk-taking, SEC
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Corporate Resilience to Banking Crises
Although banking crises are costly, common, and heavily researched, there is surprisingly little research on corporate resilience to systemic banking crises. In an earlier paper, [1] we showed that strong shareholder protection laws mitigate the adverse effects of banking crises by easing the ability of firms to issue equity when crises curtail the flow of […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Empirical Research, Financial Crisis
Tagged Banks, Behavioral finance, Corporate debt, Credit risk, Financial crisis, Firm performance, Investor protection, Liquidity, Reputation, Social capital, Social networks, Surveys, Systemic risk
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SEC Enforcement and Internal Control Failures
We have previously written about how, over the past few years, the SEC and other regulatory agencies have devoted substantial resources to investigations regarding allegations that public companies have inadequate internal controls and/or a system for reporting those controls. See here, here and here. That effort shows no signs of waning. As recently as March […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Capital formation, Financial reporting, Firm valuation, Internal auditors, Internal control, Investor protection, Regulation S-K, Reporting regulation, SEC, Securities enforcement, Securities fraud, Securities regulation, Settlements
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