-
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
Wolves at the Door: A Closer Look at Hedge Fund Activism
Some commentators attribute the success of certain hedge fund activism events to “wolf pack” activism, the theory that the primary activist is successful because of the support offered by other investors (i.e., the wolf pack). Commentators usually assume that activist hedge funds orchestrate the formation of wolf packs. According to this line of thinking, the […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, Mergers & Acquisitions
Tagged Blockholders, Disclosure, Hedge funds, Long-Term value, Market efficiency, Poison pills, Proxy fights, Schedule 13D, Securities regulation, Shareholder activism, Short-termism, Takeover defenses, Takeovers
Comments Off on Wolves at the Door: A Closer Look at Hedge Fund Activism
Forum-Selection Bylaws—Another Brick in the Wall
The Superior Court of California for the County of Los Angeles has added to a growing judicial consensus that forum-selection bylaws adopted in conjunction with public-company mergers will be enforced to direct transaction-related litigation to a single board-designated forum. RealD Inc. is a Delaware-chartered, California-headquartered corporation. When the company’s board of directors approved a merger […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Boards of Directors, California, Charter & bylaws, Deal protection, Delaware law, Fiduciary duties, Forum selection, Jurisdiction, Merger litigation, Mergers & acquisitions, Shareholder suits, State law
Comments Off on Forum-Selection Bylaws—Another Brick in the Wall
Do You Have to Disclose a Government Investigation?
After receiving an inquiry from a government agency, such as a subpoena, a Civil Investigative Demand (“CID”), or an informal request for information, public companies ask whether they must disclose publicly that they may be under investigation. A corollary question to public disclosure is how broadly to disclose internally, to lenders, or to D&O insurers. The […]
Click here to read the complete post
Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Compliance and disclosure interpretation, Disclosure, Investor protection, Materiality, Regulation S-K, SEC, SEC enforcement, SEC investigations, Securities regulation, Shareholder suits, U.S. federal courts, Wells notice
Comments Off on Do You Have to Disclose a Government Investigation?
Institutional Investors and Trends in Board Refreshment
As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity and provide fresh perspectives in the board room. At the same time, companies and investors alike appreciate that term and age limits, as they have been […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board evaluation, Board Insulation, Board turnover, Boards of Directors, Director qualifications, Institutional Investors, Ousting directors, Proxy advisors, Shareholder voting, Succession
Comments Off on Institutional Investors and Trends in Board Refreshment
Takings Claims in the Aftermath of the Financial Crisis
In times of crisis, governments do things that fall outside—sometimes far outside—the norm and reduce or destroy the value of resources held by firms and individuals. Aggrieved owners may then sue the government, arguing that they are entitled to relief because the public action complained of amounts to a taking of their property. The financial […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged 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
Comments Off on Takings Claims in the Aftermath of the Financial Crisis
Weekly Roundup: April 1–April 7, 2016
SEC Enforcement of Internal Control Over Financial Reporting Posted by Avrohom J. Kess & Yafit Cohn, Simpson, Thacher & Bartlett LLP, on Friday, April 1, 2016 Tags: Accounting, Accounting standards, Audits, Financial reporting, Internal auditors, PCAOB, SEC, SEC enforcement,Securities Regulation Rule 144: Resale of REIT Shares in Exchange for OP Units Posted by Daniel P. […]
Click here to read the complete post
Posted in Weekly Roundup
Tagged Weekly Roundup
Comments Off on Weekly Roundup: April 1–April 7, 2016
ValueAct: Activist Use of HSR Act’s “Passive Investor” Exemption
[On April 4, 2016,] the U.S. Department of Justice filed a complaint in federal district court alleging that two ValueAct Capital funds repeatedly violated the Hart-Scott-Rodino Act in amassing large equity positions in two oilfield services companies which have agreed to merge. The DOJ’s complaint alleges that ValueAct’s actions and statements of intention—including repeatedly meeting with both […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Advanced notice, Antitrust, DOJ, Filings, FTC, Hart-Scott-Rodino Act, Hedge funds, Mergers & acquisitions, Securities enforcement, Securities regulation, Shareholder activism
Comments Off on ValueAct: Activist Use of HSR Act’s “Passive Investor” Exemption
Does ValueAct Have Implications for Institutional Shareholders?
[On April 4, 2016,] the U.S. Department of Justice brought a civil action against ValueAct for failing to comply with the waiting period requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to its purchases of shares of Halliburton Company and Baker Hughes Incorporated. The DOJ’s suit seeks a civil […]
Click here to read the complete post
Posted in Institutional Investors, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Advanced notice, Antitrust, DOJ, FTC, Hart-Scott-Rodino Act, Hedge funds, Institutional Investors, Mergers & acquisitions, Securities enforcement, Shareholder activism, Special purpose vehicles
Comments Off on Does ValueAct Have Implications for Institutional Shareholders?
The Source of Information in Prices and Investment-Price Sensitivity
In our paper, The Source of Information in Prices and Investment-Price Sensitivity, which was recently made publicly available on SSRN, we show that real decisions depend not only on the total amount of information in prices, but the source of this information—a manager learns from prices when they contain information not possessed by him.
Click here to read the complete post
Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Behavioral finance, Capital formation, Decision-making, Emerging markets, Incentives, Information asymmetries, Information environment, Inside information, Insider trading, Management, Market efficiency, Market reaction, Securities enforcement
Comments Off on The Source of Information in Prices and Investment-Price Sensitivity
Protecting Investors in an Innovative Financial Marketplace
Thank you Jina [Choi] for that kind introduction and for your leadership of the San Francisco Regional Office. It is always good to be back at Stanford, and it is an honor to speak at the SEC’s and Rock Center’s Silicon Valley Initiative. This is an important event that brings together regulators, academics, lawyers and entrepreneurs […]
Click here to read the complete post
Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Blockchain, Capital formation, Crowdfunding, Disclosure, Exchange Act, Firm valuation, Innovation, Investment Advisers Act, Investor protection, IPOs, JOBS Act, Private firms, Regulation A, Regulation D, SEC, Tech companies, Transparency, Venture capital firms
Comments Off on Protecting Investors in an Innovative Financial Marketplace