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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
Top Board Priorities for 2016
Organizations are faced with many critical challenges—including rapidly changing technology, environmental risks, regulatory and legal requirements, major shifts in markets, ethical breaches, and big data and cybersecurity issues—that threaten their long-term success and sustainability. Directors have a unique opportunity to step forward and proactively oversee the development and implementation of effective, long-term strategies responsive to these […]
Click here to read the complete postDividends as Reference Points
In our paper, Dividends as Reference Points: A Behavioral Signaling Model, which is forthcoming in the Review of Financial Studies, we use loss aversion, a feature of the prospect theory value function of Kahneman and Tversky (1979), to motivate a behavioral signaling model. A loss-averse value function has a kink at the reference point whereby […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Behavioral finance, Dividends, Firm performance, Incentives, Management, Market efficiency, Repurchases, Shareholder value, Signaling, Stock returns
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Second Circuit on Scope of Whistleblower Protection
On November 10, 2015, the employer in a high-profile whistleblower-retaliation case [1] advised the United States Court of Appeals for the Second Circuit that it “will not be pursuing a petition for writ of certiorari with the Supreme Court of the United States” with respect to the appellate court’s recent pro-whistleblower decision concerning the scope of […]
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Posted in Accounting & Disclosure, Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Disclosure, Dodd-Frank Act, Misconduct, Securities enforcement, Securities regulation, SOX, U.S. federal courts, Whistleblowers
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Legislation to Facilitate Capital Formation
[December 1, 2015], conference committee members for the House and Senate agreed on a five-year transportation bill. While this type of legislation is rarely of interest to participants in the capital markets, the bill includes several provisions that will improve upon the JOBS Act and facilitate capital formation transactions. The legislation is expected to be […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accredited investors, Capital formation, Disclosure, IPOs, JOBS Act, Private placements, Registration statements, SEC, Securities regulation, Small firms, Solicitation, US House, US Senate
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Reply
In a December 10, 2015 post to the Harvard Corporate Governance Blog, Professors Lucian Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch (“BBJK”) suggest that a study the four of us have recently coauthored, Hedge Fund Activism and Long-Term Firm Value (the “CGSW study”), “overlooks prior opposing evidence on the subject, offers a flawed empirical […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Bebchuk-Brav-Jiang study, Firm performance, Hedge funds, Innovation, Long-Term value, Public firms, Shareholder activism, Short-termism, Stock performance, Stock returns
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The Long-Term Value of the Poison Pill
Nearly six years ago, Air Products made an unsolicited all-cash bid to acquire Airgas for $60 per share (later increased to $70), to which the board of directors of Airgas said “no.” Based on the Airgas directors’ unanimous judgment—informed by months of thoughtful review and analysis—that Airgas was worth more than Air Products was offering, whether […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Airgas v. Air Products & Chemicals, Antitakeover, Bidders, Boards of Directors, Delaware cases, Delaware law, Fiduciary duties, Hostile takeover, Long-Term value, Mergers & acquisitions, Poison pills, Shareholder value, Short-termism, Takeover defenses, Takeovers
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Oversight of the Financial Stability Oversight Council
Thank you for inviting me to testify regarding the Financial Stability Oversight Council (Council). Below I highlight my perspective on the Council and my role on it. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) established the Council to provide comprehensive monitoring of the stability of our nation’s financial system. Specifically, the Council […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset management, Banks, Dodd-Frank Act, Financial crisis, Financial institutions, Financial reform, Financial regulation, FSOC, Investor protection, Liquidity, Regulators, Risk oversight, SEC, Securities regulation, Systemic risk, Transparency
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U.S. Antitrust Agencies and Challenges to Mergers
Yesterday [December 7, 2015] was a busy day for antitrust enforcement, as the United States Federal Trade Commission sued to block the proposed merger of Staples, Inc. with Office Depot, Inc., and the Department of Justice announced that AB Electrolux and General Electric Company have abandoned their proposed transaction after five months of litigation with […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Antitrust, Deal protection, DOJ, FTC, Merger litigation, Mergers & acquisitions, Securities enforcement, Securities regulation, U.S. federal courts
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Chair White Statement on Use of Derivatives
The Commission will consider two separate recommendations from the staff today [December 11, 2015]. First, we will consider and vote on a recommendation from the staff of the Division of Investment Management to propose an updated and more comprehensive approach to the use of derivatives by mutual funds and exchange-traded funds, closed-end funds, and business […]
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Posted in Accounting & Disclosure, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Anti-corruption, Asset management, Derivatives, Disclosure, Dodd-Frank Act, Exchange-traded funds, Financial regulation, Investment Company Act, Investor protection, Leverage, Mutual funds, Risk, Risk oversight, SEC, SEC rulemaking, Securities regulation
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