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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Keeping It Private—Tough Disclosure Issues in Take-Private Transactions
One of the tougher issues buyers face when engaging in preliminary discussions regarding a potential going-private transaction is whether and when an amendment to required SEC stock ownership disclosures needs to be filed as steps are taken to advance the transaction. Recent settlements between the SEC and officers, directors and major shareholders for failure to […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Beneficial owners, Blockholders, Disclosure, Going private, Mergers & acquisitions, Reporting regulation, Schedule 13D
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Supreme Court’s Omnicare Decision Muddies Section 11 Opinion Liability Standards
The Supreme Court has a long history of rejecting expansive interpretations of implied private rights of action under Section 10(b) of the Securities Exchange Act. Most notably, since 1975, it rejected the argument that mere holders, rather than only purchasers and sellers, may bring private damage actions under Section 10(b), rejected the argument that Section […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Investor protection, Liability standards, Registration statements, Section 11, Securities Act, Securities regulation, Supreme Court
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Preparing for the Regulatory Challenges of the 21st Century
During my tenure as an SEC Commissioner, our country’s economy has experienced extreme highs and lows. In fact, the country experienced the worst financial crisis since the Great Depression, followed by the current period of significant economic growth where the stock market has grown by around 165% from the low point of the financial crisis. […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Disclosure, High-frequency trading, International governance, Investor protection, Oversight, PCAOB, Risk management, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Transparency
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The Governance Effect of the Media’s News Dissemination Role
That the media plays a role in corporate governance is well known. What is less clear is how the governance effect of the media works. Existing evidence supports the notion that the media disciplines managers by creating content that exposes governance problems. In our paper, The Governance Effect of the Media’s News Dissemination Role: Evidence […]
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Posted in Academic Research, Empirical Research
Tagged Information asymmetries, Information environment, Inside information, Insider trading
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Perez v. Mortgage Bankers Association
The U.S. Supreme Court held on March 9, 2015 that agencies are not required to follow notice-and-comment rulemaking procedures when amending or repealing their interpretations of existing regulations. The Court ruled that the D.C. Circuit’s longstanding Paralyzed Veterans doctrine, which required agencies to follow notice-and-comment procedures when changing interpretive rules, was contrary to the text […]
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Posted in Court Cases, Practitioner Publications
Tagged Compliance and disclosure interpretation, Supreme Court
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Supreme Court Clarifies Liability for Opinions in Registration Statements
On March 24, 2015 in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, the U.S. Supreme Court addressed the requirement in Section 11 of the Securities Act of 1933 that a registration statement not “contain[] an untrue statement of a material fact” or “omit[] to state a material fact … necessary […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Liability standards, Registration statements, Securities Act, Securities litigation, Supreme Court
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Freeing Trapped Cash in Cross-Border Deals
In private company transactions, dealmakers often spend significant amounts of time talking about how to treat the cash held by an acquisition target. For example, if the buyer and the seller are negotiating price on the assumption that the target will be sold on a cash-free, debt-free basis, how does the purchase price get adjusted […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Cash flows, China, Cross-border transactions, Foreign firms, International governance, Mergers & acquisitions
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Delaware Court: Fee-Shifting Bylaw Does Not Apply to Former Stockholder
In Strougo v. Hollander, the Delaware Court of Chancery held that a fee-shifting bylaw did not apply to a former stockholder’s challenge to the fairness of a 10,000-to-1 reverse stock split that the corporation undertook in connection with a going-private transaction because (i) the bylaw was adopted after the stockholder’s interest in the corporation ceased […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Charter & bylaws, Delaware cases, Delaware law, DGCL, Going private, Merger litigation, Mergers & acquisitions
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