Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Building Meaningful Communication and Engagement with Shareholders

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 25, 2015

I am honored to be with you here in Chicago at the Society’s 69th National Conference. Over the years, the Society has consistently provided thoughtful comments to the Division of Corporation Finance and the Commission on a wide variety of issues and proposed rules. You understand the complexities that can affect multiple parties and recognize […]

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Corporate Litigation: Disinterested Directors and “Entire Fairness” Cases

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 25, 2015

Under Delaware law, where a controlling shareholder stands on both sides of a corporate transaction that is challenged by minority stakeholders, the controller presumptively bears the burden of proving the entire fairness of the transaction, i.e. “both fair dealing and fair price.” Conversely, disinterested directors—those with no financial stake in the transaction—may be liable for […]

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Managerial Ownership and Earnings Management

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, June 25, 2015

In my paper, Managerial Ownership and Earnings Management: Evidence from Stock Ownership Plans, which was recently made publicly available on SSRN, I exploit the initiation of ownership requirements to examine the relation between managerial ownership and earnings management. Prior work provides mixed evidence on the relation between managerial ownership and earnings management. Many studies provide […]

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Getting to Know You: The Case for Significant Shareholder Engagement

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 24, 2015

I’ll begin my remarks with a premise. It’s a simple belief that I have. And that is: Corporate governance should not be a mystery. For corporate boards, the way large investors vote their shares should not be a mystery. And for investors, the way corporate boards govern their companies should not be a mystery. I […]

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Regulatory Arbitrage and Cross-Border Bank Acquisitions

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, June 24, 2015

In our forthcoming Journal of Finance paper, Regulatory Arbitrage and Cross-Border Bank Acquisitions, we examine how differences in bank regulation influence cross-border bank acquisition flows and share price reactions to cross-border deal announcements. The recent global financial crisis, caused in part by systemic failures in bank regulation, has sparked, among other things, a strong push […]

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Congress Should Let the SEC Do its Job

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 23, 2015

Last week, the House Appropriations Committee included in its 2016 appropriations bill for financial services agencies a provision that would prevent the SEC from developing rules that would require public companies to disclose their political spending. Although this provision is unlikely to become law, its adoption is regrettable. In our view, Congress should let the SEC […]

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D&O Liability: A Downside of Being a Corporate Director

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, June 23, 2015

One of the few downsides to board service is the exposure to liability that directors of all corporations potentially face, day in and day out, as they perform their fiduciary duties. The chance of being sued for a major merger decision is now 90 percent; but that well known statistic is just the tip of an […]

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Harvard Convenes the Roundtable on Shareholder Engagement

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, June 22, 2015

The Harvard Law School Program on Corporate Governance and the Harvard Law School Program on Institutional Investors convened the Harvard Roundtable on Shareholder Engagement last Wednesday, June 17. The event brought together for a roundtable discussion 81 prominent experts with a wide range of perspectives on the subject, including senior officers from institutional investors (both […]

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Supreme Court: Fiduciaries Must Monitor Offered 401(k) Investment Alternatives

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, June 22, 2015

On May 18, 2015, the U.S. Supreme Court unanimously held in Tibble v. Edison International that fiduciaries of 401(k) retirement plans have a continuing duty under the Employee Retirement Income Security Act of 1974 (ERISA) to monitor an investment alternative offered under a 401(k) plan after it is selected. In monitoring an investment alternative, the […]

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SEC Re-Proposes Rules on Arranging, Negotiating or Executing Security-Based Swaps

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, June 21, 2015

On May 13, 2015, the SEC published proposed amendments and re-proposed rules on the application of certain Title VII requirements to cross-border security-based swap activities of non-U.S. persons based on U.S. conduct. The proposed rules would modify numerous prior SEC proposals and final rules, including the May 2013 proposed rules on the cross-border application of […]

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Posted in Derivatives, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation | Tagged , , , , , , , , , | Comments Off on SEC Re-Proposes Rules on Arranging, Negotiating or Executing Security-Based Swaps
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