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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
SEC Charges Hedge Fund Adviser for Prohibited Transactions and Retaliating Against Whistleblower
The U.S. Securities and Exchange Commission (SEC or Commission) issued a cease and desist order on June 16, 2014 (the Order) against Paradigm Capital Management, Inc. (Paradigm) and its founder, Director, President and Chief Investment Officer, Candace King Weir (Weir). [1] The Order alleged that Weir caused Paradigm’s hedge fund client, PCM Partners L.P. II […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Conflicts of interest, Dechert, Hedge funds, Investment advisers, Investment Advisers Act, Proprietary trading, SEC enforcement, Whistleblowers
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Timely Notice of Merger’s Effective Date Reduces Litigation Risks in Delaware
Following a merger (or consolidation), Section 262 of the Delaware General Corporation Law (“DGCL”) requires notice to be sent to any stockholder of record who has demanded appraisal informing that stockholder that the transaction was accomplished. For long-form mergers approved pursuant to a stockholder vote (i.e., under Section 251(c) of the DGCL), Section 262(d)(1) requires […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, DGCL, Merger litigation
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Money Market Fund Reform
Today’s [July 23, 2014] reforms will fundamentally change the way that most money market funds operate. They will reduce the risk of runs in money market funds and provide important new tools that will help further protect investors and the financial system in a crisis. Together, this strong reform package will make our financial system […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Financial crisis, Financial reform, Institutional Investors, Liquidity, Money market funds, SEC, SEC rulemaking, Securities regulation, Systemic risk
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Heightened Activist Attacks on Boards of Directors
This has been called “the heyday of hedge fund activism,” and it is certainly true that today boards of directors must constantly be vigilant to the many and varied ways in which activist investors can approach a target. Commencing a proxy fight long has been an activist tactic, but it is now being used in […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Private Equity
Tagged Blockholders, Boards of Directors, Delaware cases, Hedge funds, Hostile takeover, Pershing Square, Poison pills, Proxy fights, Schedule 13D, Shareholder activism, Takeover defenses, Third Point
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Strengthening Money Market Funds to Reduce Systemic Risk
Today [July 23, 2014], the Commission considers adopting long-considered reforms to the rules governing money market funds. I commend the hard work of the staff, particularly the Division of Investment Management and the Division of Economic and Risk Analysis (“DERA”), who worked tirelessly to present these thoughtful and deliberate amendments. It is well known that […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Financial crisis, Money market funds, SEC, SEC rulemaking, Securities regulation, Systemic risk, Transparency
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Embracing Sponsor Support in Money Market Fund Reform
Money market funds (MMFs) have, since the 2008 financial crisis, been deemed part of the nefarious shadow banking industry and targeted for regulatory reform. In my paper, The Broken Buck Stops Here: Embracing Sponsor Support in Money Market Fund Reform, I critically evaluate the logic behind current reform proposals, demonstrating that none of the proposals […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Financial crisis, Financial institutions, Financial reform, Financial regulation, Money market funds, Mutual funds, Securities regulation, Shadow banking, Systemic risk
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Delaware Public Benefit Corporations 90 Days Out: Who’s Opting In?
On August 1, 2013, amendments to the Delaware General Corporation Law (DGCL) became effective, allowing entities to incorporate as a public benefit corporation, a new corporate form that requires managers to produce a public benefit and balance shareholders’ financial interests with the best interests of stakeholders materially affected by the corporation’s conduct. In my paper, […]
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Posted in Academic Research, Corporate Social Responsibility
Tagged Benefit corporation, Corporate Social Responsibility, Delaware law, DGCL, Incorporations, Public benefit corporations, Public interest, Sustainability
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Do Activist Hedge Funds Really Create Long Term Value?
About a year ago, Professor Lucian Bebchuk took to the pages of the Wall Street Journal to declare that he had conducted a study that he claimed proved that activist hedge funds are good for companies and the economy. Not being statisticians or econometricians, we did not respond by trying to conduct a study proving […]
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Posted in Practitioner Publications
Tagged Bebchuk-Brav-Jiang study, Hedge funds, Long-Term value, Lucian Bebchuk, Shareholder activism, Short-termism
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Dodd-Frank At 4: Where Do We Go From Here?
Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act have been released and final rules have been promulgated addressing many of the most important regulatory […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, CFTC, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial reform, Financial regulation, OCC, SEC, Securities regulation, Volcker Rule
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Monitoring the Monitors
Drawing on insights from the literatures on street-level bureaucracy and on regulatory and audit design, our paper, Monitoring the Monitors: How Social Factors Influence Supply Chain Auditors, which was recently made publicly available on SSRN, theorizes and tests the factors that shape the practices of private supply chain auditors. We find that audits are conducted […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Social Responsibility
Tagged Audits, Compliance & ethics, Conflicts of interest, Corporate Social Responsibility, Environmental disclosure
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