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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
How United States v. Newman Changes The Law
In unsuccessfully seeking rehearing in United States v. Newman, 773 F.3d 438 (2d Cir. 2014), reh’g denied, Nos. 13-1837, 13-1917 (2d Cir. Apr. 3, 2015), the Government acknowledged that the Second Circuit’s recent decision in Newman “will dramatically limit the Government’s ability to prosecute some of the most common, culpable, and market-threatening forms of insider […]
Click here to read the complete postSEC Adopts Final Rules Implementing “Regulation A+”
On March 25, 2015, in a unanimous vote, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) approved final rules to create a new avenue for certain issuers to raise capital in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The set of new […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital formation, Crowdfunding, Disclosure, JOBS Act, Registration exemptions, Regulation A, SEC, SEC rulemaking, Securities Act, Securities regulation, Small firms, Solicitation
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Over-Reaction to Use of Merger Price to Determine Fair Value
The Delaware Chancery Court has used the merger price in the underlying transaction as the primary or sole factor in determining the “fair value” of dissenting shares in two recent appraisal cases. The Delaware Supreme Court recently upheld one of those decisions. However, the court’s use of the merger price in both cases was based […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Arbitrage, Delaware cases, Delaware law, Fair values, Firm valuation, Merger litigation, Mergers & acquisitions
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Improving Transparency for Executive Pay Practices
Today, as part of a series of Congressionally-mandated rules to promote corporate accountability, we consider proposed rules to put a spotlight on the relationship between executive compensation and a company’s financial performance. It is well known that the compensation of corporate executives has grown exponentially over the last several decades, and continues to do so […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountability, Compensation disclosure, Executive Compensation, Incentives, Management, Pay for performance, Transparency
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Some Lessons from DuPont-Trian
The ISS Report on the DuPont-Trian proxy contest calls attention to a number of important insights into ISS policies and practices and those of many of its institutional investor clients. Concomitantly, these policies illustrate the realities of the sharp increase in activist activity and the steps corporations can, and should, take to deal with the […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Institutional Investors, ISS, Proxy advisors, Proxy contests, Shareholder activism
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Implications of the Supreme Court Omnicare Decision
On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund et al., addressing when an issuer may be held liable for material misstatements or omissions under Section 11 of the Securities Act of 1933 for statements of opinion in a registration […]
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Posted in Accounting & Disclosure, Court Cases, Securities Litigation & Enforcement
Tagged Disclosure, Liability standards, Materiality, PSLRA, Registration statements, Section 11, Securities Act, Securities litigation, Supreme Court
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Shareholder Proposal Landscape
Institutional investors are increasingly communicating their expectations around governance through direct engagement and letter writing campaigns. Still, some continue to rely on shareholder proposals to trigger dialogue and help ensure a topic is raised at the board level. Investors that submit proposals generally view them as an invitation to a discussion, preferring to reach agreement […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Corporate Social Responsibility, Environmental disclosure, Institutional Investors, Proxy access, Shareholder proposals, Sustainability
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A Century of Capital Structure: The Leveraging of Corporate America
In our paper, A Century of Capital Structure: The Leveraging of Corporate America, forthcoming in the Journal of Financial Economics, we shed light on the evolution and determination of corporate financial policy by analyzing a unique panel data set containing accounting and financial market information for US nonfinancial publicly traded firms over the last century. […]
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Posted in Academic Research, Empirical Research, Financial Regulation
Tagged Capital structure, Debt, Debt-equity ratio, Financial policies, Financial regulation, Leverage
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