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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
- 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
Why Delaware Appraisal Awards Exceed the Merger Price
As has been widely noted, the number of post-merger appraisal petitions in Delaware has increased significantly in recent years, due primarily to the rise of appraisal arbitrage as a weapon of shareholder activists seeking alternative methods of influence and value creation in the M&A sphere. The phenomenon of appraisal arbitrage is to a great extent […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Fairness review, Firm valuation, Merger litigation, Mergers & acquisitions, Shareholder suits
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The Effect of Deferred and Non-Prosecution Agreements on Corporate Governance
The increasing use of Non- and Deferred Prosecution Agreements (N/DPAs) has enabled federal prosecutors to incrementally expand their traditional role, exemplifying a shift in prosecutorial culture from an ex-post focus on punishment to an ex-ante emphasis on compliance. N/DPAs are contractual arrangements between the government and corporate entities that allow the government to impose sanctions […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Deferred prosecution agreements, Management, Non-prosecution agreement, Securities enforcement
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The State of State Competition for Incorporations
The competition by states for incorporations has long been the subject of extensive scholarship. Views of this competition differ radically. While some commentators regard it as “The Genius of American Corporate Law,” others believe it leads to a “Race to the Bottom” and yet others have taken the position that it barely exists. Despite this […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Corporate governance, Incorporations, Legal systems, State law
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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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