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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
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.
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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
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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 […]
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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
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Securities Class Action Settlements: 2015 Review
There were 80 securities class action settlements approved in 2015, the highest number since 2010, according to a new report from Cornerstone Research. The report, Securities Class Action Settlements—2015 Review and Analysis, shows that total settlement dollars rose to more than $3 billion, an increase of 184 percent over the historic low in 2014. The […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Class actions, Derivative actions, External auditors, Financial institutions, Section 11, Securities damages, Securities enforcement, Securities litigation, Settlements, U.S. federal courts, Underwriting
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The Fund Director in 2016
From the perspective of the SEC’s mission to protect investors, there could hardly be anything more important than strong mutual fund boards when more than 53 million households—approximately 43 percent of all U.S. households—owned mutual funds in 2015. Mutual fund investors are like anyone else—they find their time consumed by jobs, family obligations, and the […]
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Posted in Accounting & Disclosure, Boards of Directors, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Asset management, Board independence, Boards of Directors, Compliance and disclosure interpretation, Cybersecurity, Exchange-traded funds, Fund managers, Investment advisers, Investment Company Act, Investor protection, Liquidity, Mutual funds, Oversight, Risk assessment, Risk management, SEC, Securities enforcement, Securities regulation
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Sun Capital Redux: Private Equity and Pension Liability
In the latest chapter of a case that has been closely followed by the private equity community for over four years, a Federal District Court in Massachusetts held on remand from the First Circuit in Sun Capital Partners III, et al v. New England Teamsters & Trucking Industry Pension Fund, 10-10921-DPW (D. Mass. March 28, […]
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Posted in Court Cases, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, ERISA, Investor protection, Liability standards, Management, Ownership structure, Partnerships, Pension funds, Private equity, Retirement plans, Securities litigation, Securities regulation, U.S. federal courts
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Social Covenants in Mergers: Legal Promises or Moral Commitments?
With the return of acquirer stock as a featured form of consideration in many recent deals, dealmakers are once again focusing on “social” issues in striking a merger agreement. As compared to most straight cash takeovers where price garners the overwhelming share of, if not exclusive, attention, an acquisition featuring stock consideration, and especially a […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Board composition, Board dynamics, Boards of Directors, Corporate culture, Covenants, Management, Merger litigation, Mergers & acquisitions, Negotiation, Reputation, Target firms
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The Trust Indenture Act and the Courts: Bringing the SEC to the Table
Distressed firms with publicly-issued bonds often seek to restructure the bonds’ payment terms to better reflect the weakened firm’s repayment capabilities. The Depression-era Trust Indenture Act, however, bars the bondholders from voting on whether or not to accept new payment terms, requiring individualized consent to the new payment terms. Yet, such votes that bind all […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Court Cases, HLS Research, Securities Regulation
Tagged Bankruptcy, Bondholders, Bonds, Debtor-creditor law, Distressed companies, Restructurings, SEC, Securities regulation, Trust Indenture Act, U.S. federal courts
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Freedom to Trade in the Age of Heightened Market Protection
The CFTC is taking a position in enforcement litigation that would lower the bar for proving unlawful price manipulation. By abandoning the requirement of proving that the accused had a specific intent to create an artificial price and replacing it with an intent to influence price, the CFTC would materially ease its burden of proof. […]
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Posted in Derivatives, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged CFTC, Commodities, Commodities Exchange Act, Derivatives, Dodd-Frank Act, Fair values, Futures, Investor protection, Liability standards, Market efficiency, Misconduct, Securities enforcement, Securities regulation
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Rule 144: Resale of REIT Shares in Exchange for OP Units
On March 14, 2016, the SEC issued a no-action letter [1] permitting holders of shares of common stock of a publicly traded REIT, or REIT shares, received in exchange for privately placed units of the REIT’s operating partnership, or OP units, to tack the holding period of the OP units to the REIT shares for […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital markets, No-action letters, Partnerships, Private placements, Registration exemptions, REITs, Rule 144, SEC, Securities regulation
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SEC Enforcement of Internal Control Over Financial Reporting
On March 10, 2016, the Securities and Exchange Commission (“SEC”) instituted settled cease-and-desist proceedings against the oil company Magnum Hunter Resources Corporation (“MHR”), its Chief Financial Officer (“CFO”), Chief Accounting Officer (“CAO”), audit engagement partner and a consultant, due to alleged failures to “properly implement, maintain, and evaluate” internal control over financial reporting (“ICFR”). [1]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Accounting standards, Audits, Financial reporting, Internal auditors, PCAOB, SEC, SEC enforcement, Securities regulation
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