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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
The Risky Business of Cybersecurity
The national and economic security of the United States depends on the reliable functioning of critical infrastructure. Cybersecurity threats exploit the increased complexity and connectivity of critical infrastructure systems, placing the Nation’s security, economy, and public safety and health at risk. Similar to financial and reputational risk, cybersecurity risk affects a company’s bottom line. It […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Risk assessment, Risk management, Risk oversight
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Creeping Acquisitions in Europe
Creeping acquisitions—surreptitious grabs of a public company’s control without the prior launch of a formal tender offer—had long been considered a thing from the past in corporate America: poison pills kept this acquisition technique at bay. After Sotheby’s, Allergan and similar “wolf pack”-styled hedge fund activists’ campaigns, some fear creeping acquisitions might be back. Other […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Control rights, Europe, International governance, Mergers & acquisitions, Takeovers
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Delaware Court Holds M&A Financial Advisor Liable For $76 Million
On October 10, 2014, the Delaware Court of Chancery issued a decision awarding nearly $76 million in damages against a seller’s financial advisor. In an earlier March 7, 2014 opinion in the case, In re Rural/Metro Corp. Stockholders Litigation, Vice Chancellor Laster found RBC Capital Markets, LLC liable for aiding and abetting the board’s breach […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Fiduciary duties, Financial advisers, Merger litigation, Mergers & acquisitions, Shareholder suits
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Buybacks Around the World
Due to regulatory changes, share repurchases have become increasingly common around the world in the last 15 years. As such, in our paper, Buybacks Around the World, which was recently made publicly available on SSRN, we first examine whether the findings based on U.S. data hold up in an international setting, and whether examining non-U.S. […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Firm valuation, International governance, Repurchases, Shareholder value
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Nanotechnology and the S&P 500
Corporations globally have been investing $9 billion annually in nanotechnology, yet less than one-tenth of S&P 500 companies report to shareholders and other stakeholders on their involvement in nanotechnology. Although it has the potential to revolutionize industries like healthcare, information technology and energy systems, nanotechnology’s promise is tethered to unique environmental, health and safety (EH&S) […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications
Tagged Corporate Social Responsibility, Disclosure, Environmental disclosure, Nanotechnology, R&D, Risk disclosure, Sustainability
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Justice Deferred is Justice Denied
According to the U.S. Department of Justice (“DOJ”), deferred prosecution agreements are said to occupy an “important middle ground” between declining to prosecute on the one hand, and trials or guilty pleas on the other. A top DOJ official has declared that, over the last decade, the agreements have become a “mainstay” of white collar […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Accountability, Corporate crime, Deferred prosecution agreements, DOJ, Securities enforcement
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Ten Key Points from the Final Risk Retention Rule
This week six federal agencies (Fed, OCC, FDIC, SEC, FHFA, and HUD) finalized their joint asset-backed securities (ABS) risk retention rule. As expected, the final rule requires sponsors of ABS to retain an interest equal to at least 5% of the credit risk in a securitization vehicle. 1. A win for the mortgage industry: The […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Asset-backed securities, CLOs, Credit risk, FDIC, Federal Reserve, Financial regulation, Mortgage lending, OCC, Risk, SEC, Securities regulation, Securitization, Skin in the game
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CFTC Clarifies and Expands Relief Relating to Delegation of CPO Responsibilities
On October 15, 2014, the Division of Swap Dealer and Intermediary Oversight (the “Division”) of the Commodity Futures Trading Commission (“CFTC” or “Commission”) issued CFTC No-Action Letter No. 14-126 (“Letter 14-126”), which sets forth a number of conditions with which commodity pool operators (“CPOs”) that delegate their CPO responsibilities (the “Delegating CPO”) to registered CPOs […]
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Posted in Derivatives, Financial Regulation, Practitioner Publications
Tagged CFTC, Commodities, Derivatives, Financial regulation, Futures, No-action letters
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2014 Annual Corporate Directors Survey
Over the last several years, we’ve observed certain trends that are shaping corporate governance and which we believe will impact the board of the future. We structured our 2014 Annual Corporate Directors Survey to get directors’ views on these trends and other topics including:
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Posted in Boards of Directors, Practitioner Publications
Tagged Board communication, Board composition, Board performance, Boards of Directors, Cybersecurity, Diversity, Risk management, Shareholder activism, Surveys
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2014 Corporate Governance Review
Shareholder activism continued to thrive in the 2014 proxy season, spurring corporate action as well as renewed engagement between issuers and investors. While the total number of shareholder proposals declined in 2014, lively activity continued with calls for independent chairs as well as burgeoning growth for social issues. And while few in number, change-in-control payout […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Engagement, Executive Compensation, Proxy access, Proxy voting, Say on pay, Shareholder activism, Shareholder proposals
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