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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 Board-Centric Annual Meeting
For a growing number of listed companies around the world the annual shareholder meeting has come to resemble a trial by ordeal. Instead of the traditional town-meeting business forum, the AGM has morphed into a jousting field where activists, proxy advisors and various special interest groups play a dominant role. This state of affairs has […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Accountability, Board dynamics, Board meetings, Boards of Directors, Decision-making, Engagement, Fiduciary duties, Institutional Investors, Integrated reporting, Long-Term value, Management, Materiality, Oversight, Risk, Shareholder activism, Shareholder meetings, Shareholder rights, Shareholder value, Transparency
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Securities Class Action Filings: 2015 Year in Review
Number and Size of Filings Plaintiffs filed 189 new federal class action securities cases (filings) in 2015—the most since 2008, and an 11 percent increase compared with 2014. The number of filings in 2015 was in line with the average number of filings observed annually between 1997 and 2014. The total Disclosure Dollar Loss (DDL) of cases filed […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, Filings, Foreign firms, International governance, IPOs, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities litigation, Settlements, U.S. federal courts
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The Real Effects of Share Repurchases
Companies face intense pressure from activist shareholders, institutional investors, the government, and the media to put their cash to good use. Existing evidence suggests that share repurchases are a good way for companies to return cash to investors, since cash-rich companies tend to generate large abnormal returns when announcing new repurchase programs. However, some observers […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Analyst forecasts, Capital allocation, Earnings announcements, Financial reporting, Firm performance, Growth rates, Incentives, Long-Term value, Market reaction, Repurchases, Shareholder activism, Shareholder value, Short-termism
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FinCEN: Know Your Customer Requirements
In recent years, authorities in the US and abroad have increased their focus on modernizing and enforcing anti-money laundering and terrorism financing (AML) regulations. As part of these efforts, the US’s Financial Crimes Enforcement Network (FinCEN) proposed Know Your Customer (KYC) requirements in 2014, which we expect to be finalized this year. [1] FinCEN’s KYC […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accounting, Anti-corruption, Banks, Beneficial owners, Compliance & ethics, Due diligence, Financial institutions, Financial regulation, International governance, Risk, Risk assessment
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Fed Rules on CFO Attestation Requirements
On January 21, 2016, the Federal Reserve published in the Federal Register a final rule (the “Final Rule”) [1] modifying Forms FR Y-14A, FR Y-14Q and FR Y-14M (collectively, the “FR Y-14 Forms”). Most notably, the Final Rule requires the chief financial officer (“CFO”) of each bank holding company (“BHC”) that is overseen by the […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accounting, Audits, Banks, CFOs, Compliance and disclosure interpretation, Disclosure, External auditors, Federal Reserve, Financial institutions, Financial regulation, Financial reporting, Foreign banks, Internal auditors
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Weekly Roundup: January 29–February 4
M&A at a Glance: 2015 Year-End Roundup Posted by Ariel J. Deckelbaum, Paul, Weiss, Rifkind, Wharton & Garrison LLP, on Friday, January 29, 2016 Tags: Acquisitions, Break fees, Canada, Cross-border transactions, Go-shop, Hostile takeover, International governance,Mergers & acquisitions, Public firms, Strategic buyers, Takeovers, Tender offer, UK Alternatives to Equity Shares in a Low Stock Price […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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2016 Proxy Season: Engagement, Transparency, Proxy Access
While shareholders have a wide spectrum of views on corporate objectives, the time horizon for realizing these objectives and environmental, social and governance (ESG) issues, there is an emerging consensus that—regardless of size, industry or profitability—public companies must achieve greater accountability to their shareholders, through engagement and transparency, than ever before. Corporate engagement and transparency […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Board composition, Boards of Directors, Disclosure, Diversity, Engagement, Environmental disclosure, Glass Lewis, Institutional Investors, ISS, No-action letters, Proxy access, Proxy season, Rule 14a-8, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability, Transparency
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In re Lions Gate: Corporate Disclosure of Securities Enforcement
On January 22, 2016, the United States District Court for the Southern District of New York (Judge John Koeltl) dismissed In re Lions Gate Entertainment Corp. Securities Litigation, a putative securities fraud class action lawsuit, brought under Section 10(b) of the Securities Exchange Act of 1934. The complaint alleged that the company should have disclosed […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Compliance and disclosure interpretation, Disclosure, Form 8-K, Materiality, Regulation S-K, SEC, SEC enforcement, SEC investigations, Section 10(b), Securities enforcement, Securities litigation, Shareholder suits, U.S. federal courts, Wells notice
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