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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
SEC Broadens Focus on and Requirements for 13D Amendment Disclosure
The SEC recently announced settlements of charges against insiders relating to three different going private transactions. The settlement orders (the “Orders”) reflect a general increased focus by the SEC on insiders’ compliance with Schedule 13D amendment requirements in connection with going private transactions (and possibly other extraordinary transactions), as well as possibly expanded requirements for […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Beneficial owners, Disclosure, Going private, Mergers & acquisitions, Schedule 13D, SEC, SEC enforcement
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SEC Releases Proposed Rules on Dodd-Frank Pay vs. Performance Disclosure Rule
On April 29, 2015, the SEC released proposed rules under Section 953(a) of the Dodd-Frank Act, regarding required proxy and other information statement disclosure of the relationship between executive compensation actually paid by a company, and the company’s financial performance. The proposed rules are subject to public comments for 60 days following their publication in […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged CD&A, Compensation disclosure, Dodd-Frank Act, Executive performance, Management, Pay for performance, Proxy materials, SEC, SEC rulemaking
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Fixing Public Sector Finances: The Accounting and Reporting Lever
Detroit’s bankruptcy highlighted the precarious financial situation of many states, cities, and other localities (collectively referred to as municipalities). In an article just published in the UCLA Law Review, we argue that part of the blame for this situation lies with the outdated and ineffective financial reporting regime for public entities and that fixing this […]
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Posted in Academic Research, Accounting & Disclosure, Bankruptcy & Financial Distress, HLS Research, Institutional Investors, Securities Regulation
Tagged Accounting, Debt, Financial reporting, Institutional Investors, Municipal securities, Pension funds, Public finance, SEC
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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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