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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
SEC Enforcement Actions Over Stock Transaction Reporting Obligations
On September 10, 2014, the Securities and Exchange Commission announced an unprecedented enforcement sweep against 34 companies and individuals for alleged failures to timely file with the SEC various Section 16(a) filings (Forms 3, 4 and 5) and Schedules 13D and 13G (the “September 10 actions”). [1] The September 10 actions named 13 corporate officers […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Compliance & ethics, Disclosure, Filings, Insider trading, Misreporting, Reporting regulation, SEC, SEC enforcement
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SEC Adopts Long Awaited Rules for Asset-Backed Securities
Earlier this week, the SEC adopted significant changes to Regulation AB, which governs the offering process and disclosure and periodic reporting requirements for public offerings of asset-backed securities, including residential mortgage backed securities (RMBS). The revisions to Regulation AB were a long time coming—they were first proposed in 2010 and have drawn several rounds of […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Asset-backed securities, Disclosure, SEC, SEC rulemaking, Securities regulation, Securitization, Transparency
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Real Effects of Frequent Financial Reporting
In our paper, Real Effects of Frequent Financial Reporting, which was recently made publicly available on SSRN, we examine the impact of financial reporting frequency on firms’ investment decisions. Whether increased financial reporting frequency improves or adversely influences a manager’s investments decision is ambiguous. On the one hand, increased transparency through higher reporting frequency can […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Financial reporting, Management, Short-termism
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Delaware Court Finds Two Transactions Not Entirely Fair
On September 4, 2014, the Delaware Court of Chancery issued two lengthy post-trial opinions, [1] both authored by Vice Chancellor John W. Noble, finding that recapitalization or restructuring transactions did not satisfy the entire fairness standard of review. Although plaintiffs in each instance had received a fair price, the court found that the defendants had […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Recapitalization, Reorganizations, Securities litigation
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Race to the Bottom Recalculated: Scoring Corporate Law Over Time
In The Race to the Bottom Recalculated: Scoring Corporate Law Over Time we undertake a pioneering historically-oriented leximetric analysis of U.S. corporate law to provide insights concerning the evolution of shareholder rights. There have previously been studies seeking to measure the pace of change with U.S. corporate law. Our study, which covers from 1900 to […]
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Posted in Academic Research, Empirical Research
Tagged General governance, Governance indices, Incorporations, Jurisdiction, Shareholder rights, State law
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High-Frequency Trading: An Innovative Solution to Address Key Issues
As controversial as is HFT, the large volume of the discussion sometimes makes it hard to understand the content. What elements of HFT positively impact the trading markets? Which are problematic? What are the proposed mitigations? Therefore, the Investor Responsibility Research Center Institute (IRRC Institute) asked Khashanah, Florescu, and Yang (KF&Y) to look at HFT […]
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Posted in Empirical Research, Practitioner Publications
Tagged Algorithmic trading, Behavioral finance, Capital markets, Flash orders, High-frequency trading, Information environment, Liquidity
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Window Dressing in Mutual Funds
In our paper, Window Dressing in Mutual Funds, forthcoming in the Review of Financial Studies, we investigate an alleged agency problem in the mutual fund industry. This problem involves fund managers attempting to mislead investors about their true ability by trading in such a manner that they disclose at quarter ends disproportionately higher (lower) holdings […]
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Posted in Academic Research, Empirical Research
Tagged Agency model, Disclosure, Fund managers, Information asymmetries, Misreporting, Mutual funds
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The Legal and Practical Implications of Retroactive Legislation Targeting Inversions
The increasing use of corporate inversions, whereby a company via merger achieves 20 percent or more new ownership, claims non-US residence, and is then permitted to adopt that country’s lower corporate tax structure and take advantage of tax base reduction techniques, has been the subject of intense media commentary and political attention. That is perhaps […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, Internal Revenue Code, International governance, Mergers & acquisitions, Tax avoidance, Taxation
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Measuring Price Impact with Investors’ Forward-Looking Information
The recent Supreme Court decision in Halliburton brought renewed interest to price impact and event studies. Aside from identification and analysis of the news itself, the event study has three basis steps: (i) Estimate a statistical model (or “market model”) of how the stock price would be expected to change in absence of such news […]
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Posted in Academic Research, Empirical Research
Tagged Information environment, Market conditions, Market reaction, Stock mispricing, Stock returns
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