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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
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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Delaware Court of Chancery Upholds Forum Selection Bylaw
On September 8, 2014, Chancellor Andre G. Bouchard issued a notable decision in City of Providence v. First Citizens BancShares, Inc., upholding—as a matter of facial validity and on an “as-applied” basis at the motion to dismiss stage—a forum selection bylaw adopted by a Delaware corporation selecting another jurisdiction (North Carolina, where the company is […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Charter & bylaws, Delaware cases, Delaware law, Forum selection, Merger litigation, Mergers & acquisitions, Shareholder suits
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An IPO’s Impact on Rival Firms
An initial public offering (IPO) is a major event in the life of any firm. But what does an IPO imply for the industry’s future? In our paper, An IPO’s Impact on Rival Firms, which was recently made publicly available on SSRN, we take a structural approach that allows different industries to progress in different […]
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Posted in Academic Research, Empirical Research
Tagged Forecasting, Information environment, IPOs, Market reaction, Public firms, Small firms
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Risk Governance: Banks Back to School
On September 2, 2014, the Office of the Comptroller of the Currency (“OCC”) finalized its risk governance framework for large banks and thrifts (“Guidelines”) that was proposed in January 2014. [1] The Guidelines formalize the heightened risk management standards that the OCC has been communicating through the supervisory process for several years, but do so […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Financial institutions, Financial regulation, OCC, Risk, Risk management
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Liabilities Under the Federal Securities Laws
This post deals with certain of the liability provisions of the federal securities laws: §§ 11, 12, 15 and 17 of the Securities Act of 1933 (the “Securities Act”), and §§ 10, 18 and 20 of the Securities Exchange Act of 1934 (the “Exchange Act”). It does not address other potential sources of liability and […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Exchange Act, Liability standards, Sarbanes–Oxley Act, Securities Act, Securities regulation
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Does Corporate Governance Make Financial Reports Better or Just Better for Equity Investors?
Financial reports should provide useful information to both shareholders and creditors, according to U.S. accounting principles. However, directors of corporations have fiduciary duties only toward equity holders, and those fiduciary duties normally do not extend to the interests of creditors. In our paper, Does Corporate Governance Make Financial Reports Better or Just Better for Equity […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors
Tagged Board independence, Boards of Directors, Covenants, Debt, Debt contracts, Debt securities, Delaware articles, Delaware cases, Delaware law, Fiduciary duties, Financial reporting
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After the Deal: Fannie, Freddie and the Financial Crisis Aftermath
In After the Deal: Fannie, Freddie and the Financial Crisis Aftermath, we offer a solution to the problem of what to do with the profits being made by Fannie Mae and Freddie Mac, the subject of a dispute between the government, which has declared that it will keep those profits, and the shareholders of common […]
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Posted in Academic Research, Financial Crisis
Tagged Bailouts, Fairness review, Fannie Mae, Financial crisis, Freddie Mac
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