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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
Supercharged IPOs: Rent Extraction or Signal of Future Firm Performance?
A new structure for initial public offerings (IPOs), colloquially referred to as “supercharged IPOs,” has become increasingly popular in recent years. In our paper, Supercharged IPOs: Rent Extraction or Signal of Future Performance, which was recently made publicly available on SSRN, we examine the motivations and implications of this new IPO structure. In a traditional […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Disclosure, Firm performance, Forecasting, Incentives, Information asymmetries, Inside information, Investor protection, IPOs, Offer pricing, Public firms, Signaling, Stock mispricing, Taxation, Underpricing
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Weekly Roundup: April 8–April 14, 2016
Takings Claims in the Aftermath of the Financial Crisis Posted by Julia D. Mahoney, University of Virginia School of Law, on Friday, April 8, 2016 Tags: Accountability, Bailouts, Bankruptcy, Dodd-Frank Act, Federal Reserve, Financial Crisis, Financial Regulation, Legal systems, Property rights, Public interest, Systemic risk, TARP, Too big to fail, Transparency, Treasury Department Institutional Investors […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Statement from Chair White on Regulation S-K Concept Release
Today [April 13, 2016], the Commission will consider two separate recommendations from the staff. First, we will consider and vote on a recommendation from the Division of Corporation Finance to issue, as another important step in its disclosure effectiveness review, a concept release on modernizing certain business and financial disclosures required by Regulation S-K. Second, […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Dodd-Frank Act, Filings, Financial regulation, Financial reporting, Information asymmetries, Investor protection, JOBS Act, Materiality, Regulation S-K, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities, Transparency
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Statement from Commissioner Stein on
Regulation S-K
Justice Brandeis once wrote, “[s]unlight is said to be the best of disinfectants; electric light the most efficient policeman.” But he warned, “[t]o be effective, knowledge of the facts must be actually brought home to the investors…” [1] Today [April 13, 2016], the Commission considers issuing a Concept Release on how to improve our disclosure […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Disclosure, ESG, Financial regulation, Financial reporting, Information asymmetries, Information environment, Investor protection, Regulation S-K, SEC, SEC rulemaking, Securities regulation, Sustainability, Transparency
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Regulation S-K
Regulation S-K
Statement from Commissioner Piwowar on Regulation S-K
Thank you, Chair White. I also wish to express my appreciation to the Division of Corporation Finance, the Division of Economic and Risk Analysis, the Office of the General Counsel, and the many others at the Commission for their efforts in helping to bring this concept release to fruition. Our action today [April 13, 2016] […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Disclosure, Dodd-Frank Act, FAST Act, Financial regulation, Information asymmetries, Information environment, Investor protection, JOBS Act, Materiality, Regulation S-K, SEC, SEC rulemaking
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In re Ebix: Corporate Defenses and Activist Engagement
The surge in shareholder activist campaigns directed at corporate America in recent years makes clear that few public companies are immune from shareholder activism. However, companies are not powerless in preparing for potential activist campaigns. Strengthening structural defenses in corporate bylaws before an activist appears is the best way to prepare for activism while minimizing […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Charter & bylaws, Delaware cases, Delaware law, Hostile takeover, Merger litigation, Mergers & acquisitions, Shareholder activism, Shareholder rights, Takeover defenses, Takeovers, Unocal standard
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Inefficiencies and Externalities from Opportunistic Acquirers
The main goal of our paper, Inefficiencies and Externalities from Opportunistic Acquirers, which was recently made publicly available on SSRN, is to quantify a potential inefficiency in the mergers and acquisitions (M&A) market. If a firm believes its shares are overvalued, then it has an incentive to acquire other companies and pay using its overvalued […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Bidders, Firm valuation, Information asymmetries, Inside information, Market efficiency, Mergers & acquisitions, Stock mispricing, Tender offer
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The Role of the Federal Reserve: Lessons from Financial Crises
It is a great pleasure to have the opportunity to speak here today [March 31, 2016] as part of the Virginia Association of Economists annual meeting at Virginia Military Institute and Washington and Lee University. This is an appropriate setting for the topic I will be addressing—the role of the Federal Reserve as the central […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Speeches & Testimony
Tagged Accountability, Banks, Central banking, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial policies, Financial regulation, FSOC, SIFIs, Stress tests, Too big to fail, Transparency
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SEC Interpretation Proposal: Descriptions on Proxy Cards
On March 22, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued a Compliance and Disclosure Interpretation (“C&DI”) regarding the form of proxy requirements outlined in Rule 14a-4 under the Securities Exchange Act of 1934, as amended. [1] In particular, the C&DI relates to the requirement in Rule 14a-4(a)(3) that […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Charter & bylaws, Compliance and disclosure interpretation, Exchange Act, Proxy disclosure, Proxy materials, Proxy voting, Rule 14a-4, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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