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

Shareholder Activism: Who, What, When, and How?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 7, 2015

Who are today’s activists and what do they want? Shareholder activism spectrum “Activism” represents a range of activities by one or more of a publicly traded corporation’s shareholders that are intended to result in some change in the corporation. The activities fall along a spectrum based on the significance of the desired change and the […]

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Posted in Corporate Elections & Voting, Practitioner Publications | Tagged , , , , , , | 1 Comment

The Influence of Board of Directors’ Risk Oversight on Risk Management Maturity and Firm Risk-Taking

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, April 7, 2015

A variety of external events, including inquiries into the causes of the 2008 financial crisis and changes in regulations and listing rules have fostered rising expectations for boards of directors to exert greater oversight of their organizations’ risk management processes. The primary impetus behind these external pressures is the belief that stronger board oversight over […]

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The Forum’s New Look

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, April 6, 2015

The Harvard Law School Forum on Corporate Governance and Financial Regulation is pleased to present a newly redesigned website. The Forum will continue to be available at its old address, http://blogs.law.harvard.edu/corpgov, which will automatically redirect to its new address, https://corpgov.law.harvard.edu. Since the Forum was created in 2006, its audience has grown to hundreds of thousands […]

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The SEC Opens a New Front in Whistleblower Protection

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, April 6, 2015

For some time, SEC officials have expressed concern about confidentiality agreements that may deter corporate employees from submitting whistleblower reports. The SEC has now brought its first enforcement action in this area, a settled case in which the respondent agreed to pay a $130,000 civil penalty without admitting or denying the SEC’s findings. According to […]

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Reasonable Investor(s)

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, April 6, 2015

Much of financial regulation for investor protection is built on a convenient fiction. In regulation, all investors are identically reasonable investors. In reality, they are distinctly diverse investors. This fundamental discord has resulted in a modern financial marketplace of mismatched regulations and misplaced expectations—a precarious marketplace that has frustrated investors, regulators, and policymakers. In a […]

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SEC Enforcement Actions for Failure to Update 13D Disclosures

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, April 5, 2015

On Friday, March 13, 2015, the SEC announced that it had settled a string of 21C administrative proceedings brought against eight officers, directors, and shareholders of public companies for their failure to report plans and actions leading up to planned going private transactions. The SEC press release can be found here. In doing so, the […]

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Posted in Accounting & Disclosure, Mergers & Acquisitions, Securities Litigation & Enforcement | Tagged , , , , , , , | Comments Off on SEC Enforcement Actions for Failure to Update 13D Disclosures

Implications of the SEC’s Plans to Amend Rule 15b9-1

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, April 4, 2015

The overwhelming majority of SEC-registered broker-dealers must also be members of FINRA. Through a commonly overlooked exemption in SEC Rule 15b9-1, some broker-dealers that operate proprietary-only businesses are able to avoid FINRA regulation. The SEC recently voted to on a proposal to amend this rule on March 25. While it is not clear whether the […]

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A Say on “Say-on-Pay”: Assessing Impact After Four Years

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, April 3, 2015

The 2015 proxy season is the fifth one in which shareholders of thousands of publicly traded corporations have cast non-binding votes on the executive pay programs of the companies in which they are invested. The holding of such a vote, commonly known as Say-on-Pay, is required under Section 951 of the Dodd-Frank law. [1] That […]

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2015 IPO Study

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 2, 2015

We examined 119 U.S.-listed IPOs with a minimum deal size of $50 million in 2014, representing about half of the overall market for deals meeting those criteria. Our study covered a range of industries and included foreign private issuers and master limited partnerships, but excluded certain uncommon deal structures. This edition expands on last year’s […]

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CEO Contractual Protection and Managerial Short-Termism

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, April 2, 2015

In our paper, CEO Contractual Protection and Managerial Short-Termism, which was recently made publicly available on SSRN, we investigate whether CEO contractual protection, can address managerial short-termism by reducing managers’ incentives to engage in myopic behavior. Managers generally have incentives to boost short-term performance to increase their welfare, potentially at the expense of long-term firm […]

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