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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
White Collar and Regulatory Enforcement: What to Expect In 2016
One way in which we expect the white-collar/regulatory enforcement regime in 2016 to continue last year’s pattern is that the government’s appetite for extracting enormous fines and penalties from settling companies will likely continue unabated. However, as we discuss below, the manner in which well-advised companies facing criminal or serious regulatory investigations will seek to […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Corporate crime, Corporate fraud, Cross-border transactions, DOJ, FCPA, Insider trading, Investor protection, IRS, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements, Tax avoidance, Taxation, Whistleblowers
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Negotiation in Good Faith—SIGA v. PharmAthene
The Delaware Supreme Court’s decision in SIGA Technologies Inc. v. PharmAthene Inc. (Dec. 23, 2015) has increased the risk associated with entering into a “preliminary agreement”—i.e., an agreement to negotiate in good faith a definitive agreement based on, for example, a term sheet or letter of intent, where some material terms have been set forth […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware cases, Delaware law, Duty of good faith, Fiduciary duties, Merger litigation, Mergers & acquisitions, Negotiation, Securities damages
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Delaware Court Guidance on Merger Litigation Settlements
In an opinion last week, the Delaware Court of Chancery rejected a disclosure-only settlement of a putative stockholder class-action lawsuit challenging a merger. In re Trulia, Inc. Stockholder Litig., C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016). Continuing and perhaps completing its recent reevaluation of merger litigation settlement practice, the Court made clear that it […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Class actions, Compliance and disclosure interpretation, Delaware cases, Delaware law, Disclosure, Fiduciary duties, Materiality, Merger litigation, Mergers & acquisitions, Proxy materials, Settlements, Shareholder value
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The Biases of an “Unbiased” Optional Takeover Regime
The conundrum of the perfect balance between mandatory and enabling rules and the role of private ordering in takeover regulation is one of the most relevant and interesting issues regarding the optimal regime for acquisitions of listed corporations. The issue is rife with complex questions and implications, both from a more technical legal perspective and […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions, Securities Regulation
Tagged Acquisitions, Bidders, Contracts, Controlling shareholders, EU, Europe, Hostile takeover, International governance, Italy, Ownership structure, Private ordering, Public firms, Securities regulation, Shareholder value, Stakeholders, Takeover defenses, Takeovers
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Corporate Control and Idiosyncratic Vision
Prominent technology firms such as Google, Facebook, LinkedIn, Groupon, Yelp, and Alibaba have gone public with the controversial dual-class structure to allow their controlling shareholders to preserve their indefinite, uncontestable control over the corporation. Similarly, in the concentrated ownership structure, a person or entity—the controlling shareholder—holds an effective majority of the firm’s voting and equity rights […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Securities Regulation
Tagged Agency costs, Cash flows, Controlling shareholders, Corporate culture, Entrepreneurs, Incentives, Information asymmetries, Investor protection, Long-Term value, Management, Minority shareholders, Ownership structure, Private benefits of control, Public firms, Securities regulation, Shareholder value
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2015 Securities Law Developments
On balance, the securities litigation landscape in 2015 offered a glass half-full/glass half-empty perspective for issuers and their officers, directors and advisors. Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (2015), the major securities law decision of the 2015 Supreme Court term, afforded defendants relatively greater protection from liability […]
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Posted in Court Cases, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Derivative suits, Disclosure, Dodd-Frank Act, Erica John Fund v. Halliburton, Extraterritoriality, Fraud-on-the-Market, Jurisdiction, Omnicare v. NCS Healthcare, Reliance, Reporting regulation, Securities litigation, Securities regulation, Shareholder suits, U.S. federal courts, Whistleblowers
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Calculating SEC Civil Money Penalties
In addition to going to court to seek sanctions, the Securities and Exchange Commission may impose civil money penalties in its own administrative proceedings on any person who violates or causes a violation of the securities laws. [1] Unlike district courts, administrative law judges do not have authority to base penalties on respondents’ pecuniary gains resulting […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Compliance and disclosure interpretation, Corporate fraud, Disclosure, Investor protection, Liability standards, Misconduct, Misreporting, SEC, SEC enforcement, Securities damages, Securities regulation
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PCAOB Adopts Disclosure Rule
On December 15, 2015, the Public Company Accounting Oversight Board (“PCAOB”) issued a new rule and related amendments to its auditing standards that require accounting firms to disclose, in a new PCAOB form, specified information regarding the engagement partner and other accounting firms that participated in the audit. [1] The PCAOB’s New Rule The PCAOB’s […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Accounting, Accounting standards, Audit committee, Audits, Compliance and disclosure interpretation, Disclosure, Engagement, External auditors, PCAOB, SEC, Securities regulation, Transparency
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