-
Supported By:
Subscribe or Follow
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
DOJ Adopts New Requirements for Corporations Seeking Credit for Cooperation
In an important development for corporations responding to federal investigations, the Department of Justice announced on September 10, 2015 revisions to its Principles of Federal Prosecution of Business Organization (“Principles”). The new policies, set out in a memorandum authored by Deputy Attorney General Sally Yates and sent to federal prosecutors across the nation, instruct prosecutors […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Compliance & ethics, Corporate crime, Deferred prosecution agreements, Discovery, DOJ, Misconduct, Non-prosecution agreement, SEC enforcement, Securities enforcement
Comments Off on DOJ Adopts New Requirements for Corporations Seeking Credit for Cooperation
Firms and Earnings Guidance
Understanding the formation of firms’ disclosure practices is of significant interest to regulators, managers, and investors. Anecdotal evidence and prior disclosure research generally conclude that firms’ current disclosure practices are often tightly connected to prior disclosure practices. However, prior disclosure practices must have a beginning in their own right, begging the questions of when and […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Earnings announcements, Earnings disclosure, Earnings management, Information environment, IPOs, Reputation, Stock mispricing, Stock returns
Comments Off on Firms and Earnings Guidance
Reg SCI: Ready for Opening Bell?
Less than three months remain before the November 3rd, 2015 go-live date of Regulation Systems Compliance and Integrity (“Reg SCI”). While some impacted entities have made great progress toward compliance since the rule was finalized last December, many still have a great deal to do. Reg SCI is a wide-reaching new regulatory regime aimed at […]
Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Audit committee, Compliance & ethics, Compliance and disclosure interpretation, Cybersecurity, Disclosure, Internal control, REG SCI, Risk management, Risk oversight, SEC, Securities regulation
Comments Off on Reg SCI: Ready for Opening Bell?
New FINRA Equity and Debt Research Rules
The Financial Industry Regulatory Authority (“FINRA”) has adopted amendments to its equity research rules and an entirely new debt research rule. Member firms should review and revise their policies, procedures and processes to reflect the new rules, and analyze what organizational structure and business process changes will be necessary. The main differences between FINRA’s Current […]
Click here to read the complete post
Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Analysts, Debt, Disclosure, Financial regulation, FINRA, FINRA Rule 2242, Information environment, Investment banking, NASD, NYSE Rule 472, Private firms, SEC, SEC rulemaking, Securities regulation
Comments Off on New FINRA Equity and Debt Research Rules
Delaware Court Imposes Damages for Breach of Fiduciary Duties
In In re Dole Food Co. Inc. Stockholder Litigation, in connection with a take-private transaction with the controlling stockholder, the Delaware Court of Chancery held in a post-trial opinion that the President of the company and its controlling stockholder undermined the sales process by depriving the special committee of the ability to negotiate on a […]
Click here to read the complete post
Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Delaware cases, Delaware law, Duty of good faith, Fiduciary duties, Going private, Information asymmetries, Merger litigation, Mergers & acquisitions, Minority shareholders, Misconduct, Shareholder suits, Special committees, Stock mispricing
Comments Off on Delaware Court Imposes Damages for Breach of Fiduciary Duties
Corporate Governance Preferences of Institutional Investors
We currently have little direct knowledge regarding how institutional investors engage with portfolio companies. The reason is that many interactions occur behind the scenes. That is, unless institutional investors publicly express their approval or disapproval of a firm’s activities or management, little is known about their preferences and private engagements with portfolio firms. In our […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Boards of Directors, Engagement, Firm performance, Institutional Investors, Institutional voting, Investor horizons, Proxy advisors, Shareholder activism, Shareholder communications, Shareholder power, Surveys
Comments Off on Corporate Governance Preferences of Institutional Investors
D.C. Circuit Rules Against Conflict Minerals Disclosure Requirement
On August 18, 2015, a divided three-judge panel of the U.S. Court of Appeals for the D.C. Circuit confirmed its earlier ruling striking down part of the Securities and Exchange Commission’s (“SEC”) Conflict Minerals Rule (the “Rule”) as unconstitutional. Nat’l Ass’n. of Mfrs. v. SEC, No. 13-5252 (D.C. Cir. Aug. 18, 2015). The court again […]
Click here to read the complete post
Posted in Accounting & Disclosure, Corporate Social Responsibility, Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Corporate Social Responsibility, Disclosure, Dodd-Frank Act, Reporting regulation, SEC, SEC enforcement, Securities litigation, Securities regulation, U.S. federal courts, Voluntary Disclosure
Comments Off on D.C. Circuit Rules Against Conflict Minerals Disclosure Requirement
Corporate Use of Social Media
Social media has transformed communications in many sectors of the U.S. economy. It is now used for disaster preparation and emergency response, security at major events, and public agencies are researching new uses in geolocation, law enforcement, court decisions, and military intelligence. Internationally, social media is credited for organizing political protests across the Middle East […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Capital markets, Disclosure, Earnings announcements, Earnings disclosure, Engagement, Firm performance, Information asymmetries, Information environment, Market reaction, Public perception, Shareholder communications, Social capital, Social networks
Comments Off on Corporate Use of Social Media
Hillary Clinton Announces Support for SEC Rulemaking on Corporate Political Spending
We are pleased that Presidential candidate Hillary Clinton just announced her support for SEC rulemaking that would require public companies to disclose their political spending to their shareholders. In July 2011, we co-chaired a committee on the disclosure of corporate political spending and served as the principal draftsmen of the rulemaking petition that the committee submitted. The […]
Click here to read the complete post
Posted in Accounting & Disclosure, HLS Research, Legislative & Regulatory Developments, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, SEC rulemaking, Securities regulation, Shining Light on Corporate Political Spending
Comments Off on Hillary Clinton Announces Support for SEC Rulemaking on Corporate Political Spending