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HLS Faculty & Senior Fellows
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
Exception to Attorney-Client Privilege in Shareholder Suits
The New York appellate court overseeing cases arising in Manhattan last week clarified and limited the circumstances in which corporations are obligated to produce confidential attorney-client communications to stockholder plaintiffs in the context of derivative litigation. Nama Holdings, LLC v. Greenberg Traurig LLP, No. 14738-14739N, 2015 WL 5839311 (N.Y. App. Div. 1st Dep’t. Oct. 8, […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications
Tagged Attorney-client privilege, Compliance and disclosure interpretation, Derivative suits, Disclosure, Discovery, Fiduciary duties, Fiduciary outs, Management, New York, Shareholder rights, Shareholder suits
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The New European Model Company Act
On September 10 and 11, 2015, at the annual conference of the European Company and Financial Law Review at WU University in Vienna, the “European Model Company Act” (“EMCA”) made its debut to an audience of corporate law professors, practitioners and judges, introduced to society by its drafters (your correspondent must disclose that, while not […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Securities Regulation
Tagged Boards of Directors, Conflicts of interest, Corporate forms, EU, Europe, Incorporations, International governance, Jurisdiction, Securities regulation, Shareholder rights
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2016 Proxy Season Update
It is time for public companies to think about the upcoming 2016 proxy and annual reporting season. Preparation of proxy statements and annual reports requires a major commitment of corporate resources. Companies have to gather a great deal of information to produce the necessary disclosures. In addition, with increasing frequency, companies are choosing to implement […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Clawbacks, Compensation disclosure, Compensation ratios, Cybersecurity, Disclosure, Dodd-Frank Act, Executive Compensation, Hedging, Pay for performance, Proxy access, Proxy advisors, Proxy season, Proxy voting, Rule 14a-8, Say on pay, SEC rulemaking, Shareholder proposals, Shareholder voting
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The Limits of Using TSR as an Incentive Measure
The widespread and growing use of total shareholder return (TSR) as an incentive measure is not the panacea many believe it to be. To test our point of view we wanted to explore one critical question: Does the inclusion of TSR measures in long-term incentive plans result in improved firm performance? To find out the […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Executive Compensation, Executive performance, Firm performance, Incentives, Management, Pay for performance, Performance measures, Proxy advisors, Shareholder value
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Observations on Short-Termism and Long-Termism
The debate about whether U.S. public companies are afflicted by short-termism rather than more beneficial longer-term behavior and, if so, its effect on our economy is ubiquitous. It occupies increasing attention in corporate board rooms, executive suites and investment management businesses from the smallest to the largest. The debate is a commonplace topic in the […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, Institutional Investors, Investor horizons, ISS, Long-Term value, Management, Proxy advisors, Shareholder activism, Shareholder proposals, Shareholder voting, Short-termism
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The Failure of Liability in Modern Markets
In April 2015, the Justice Department indicted Navinder Sarao—a 36 year-old trader operating out of his parents’ basement—for actions resulting in the Flash Crash in May 2010. [1] According to the complaint, Sarao’s use of fake or “spoof” orders was damaging enough to precipitate a near 1000-point plunge in in the Dow Jones Index. It […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Algorithmic trading, High-frequency trading, Incentives, Liability standards, Market efficiency, Misconduct, Negligence, Risk-taking, Rule 10b-5, Secondary liability, Securities enforcement, Securities regulation, Systemic risk
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Materiality as Pleading Obstacle
Claims brought under the Securities Act of 1933 (the “Act”) are typically challenging for defendants to dismiss. Some defendants may have affirmative defenses, but most of the Act’s provisions impose strict liability for alleged misstatements—meaning that a plaintiff need not plead scienter—and claims brought under the Act are subject to the relatively low pleading standard […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Class actions, Compliance and disclosure interpretation, Disclosure, IPOs, Liability standards, Materiality, Misreporting, Regulation S-K, SEC, Securities Act, Securities litigation, U.S. federal courts
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The SEC’s Focus on Cybersecurity
On September 22, 2015, the Securities and Exchange Commission (the “SEC”) issued a cease-and-desist order (the “Order”) and settled charges against St. Louis-based investment adviser R.T. Jones Capital Equities Management (“R.T. Jones”) for failing to establish required policies and procedures to safeguard customer information in violation of Rule 30(a) of Regulation S-P (“Rule 30(a)”) under […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Asset management, Compliance & ethics, Cybersecurity, Investment advisers, Investor protection, Risk, Risk assessment, Rule 30(a), SEC, SEC enforcement, Securities Act, Securities enforcement, Securities regulation
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Those Short-Sighted Attacks on Quarterly Earnings
The clamor against so-called corporate short-term thinking has been steadily rising, with a recent focus on eliminating the quarterly earnings report that public firms issue. Quarterly reports are said to push management to forgo attractive long-term projects to meet the expectations of investors and traders who want smooth, rising earnings from quarter to quarter. The […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, HLS Research, Op-Eds & Opinions, Securities Regulation
Tagged Boards of Directors, Corporate culture, Earnings disclosure, Financial reporting, Information asymmetries, Information environment, Investor horizons, Long-Term value, Management, Market efficiency, Short-termism, Transparency, UK
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Regulatory Approvals for Bank M&A
The Federal Reserve’s approval last week of M&T’s pending acquisition of Hudson City has prompted a great deal of speculation as to the current state of the regulatory approval process for bank mergers and acquisitions. Announced over three years ago, on August 27, 2012, the M&T/Hudson City transaction has taken longer to receive Federal Reserve […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Due diligence, Federal Reserve, Financial institutions, Financial regulation, Jurisdiction, Merger litigation, Mergers & acquisitions
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