-
Supported By:
Subscribe or Follow
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
SEC Chair White Sets Equity Market Structure Agenda
Mary Jo White, the Chair of the Securities and Exchange Commission (the “SEC”), recently delivered two speeches with important implications for the future structure of U.S. equity markets. The first (discussed on the Forum here), delivered on June 5, 2014, discussed various initiatives to improve equity market structure. The second (discussed on the Forum here), […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation
Tagged Algorithmic trading, Broker-dealers, Capital markets, Conflicts of interest, Dark pools, High-frequency trading, Intermediaries, Market efficiency, Regulation NMS, SEC, Securities regulation, Transparency
Comments Off on SEC Chair White Sets Equity Market Structure Agenda
A New Tool to Detect Financial Reporting Irregularities
Irregularities in financial statements lead to inefficiencies in capital allocation and can become costly to investors, regulators, and potentially taxpayers if left unchecked. Finding an effective way to detect accounting irregularities has been challenging for academics and regulators. Responding to this challenge, we rely on a peculiar mathematical property known as Benford’s Law to create […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Accounting, Accounting irregularities, AQM, Audits, Disclosure, Financial reporting, Restatements, SEC enforcement
Comments Off on A New Tool to Detect Financial Reporting Irregularities
Navigating Today’s Shareholder Activism Landscape
Shareholder activism is the corporate topic du jour, be it in boardrooms, the media or Washington, D.C. While corporate boards and management need to understand the current environment and how we got here, their top priority is to develop comprehensive strategies for navigating the activism landscape. As activists have become more sophisticated, and activism more […]
Click here to read the complete post
Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Management, Proxy fights, Shareholder activism, Target firms
Comments Off on Navigating Today’s Shareholder Activism Landscape
Do Going-Private Transactions Affect Plant Efficiency and Investment?
Are private firms more efficient than public firms? Jensen (1986) suggests that going-private could result in efficiency gains by aligning managers’ incentives with shareholders and providing better monitoring. In our paper, Do Going-Private Transactions Affect Plant Efficiency and Investment?, forthcoming in the Review of Financial Studies, we examine a broad dataset of going-private transactions, including […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Efficiency, Firm performance, Going private, Private equity, Private firms, Public firms, Short-termism
Comments Off on Do Going-Private Transactions Affect Plant Efficiency and Investment?
Hushmail: Are Activist Hedge Funds Breaking Bad?
Increasingly, some activist hedge funds are looking to sell their stock positions back to target companies. How should the board respond to hushmail? The Rise and Fall of Greenmail During the heyday of takeovers in the 1980s, so-called corporate raiders would often amass a sizable stock position in a target company, and then threaten or […]
Click here to read the complete post
Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Delaware law, Greenmail, Hedge funds, Institutional Investors, Repurchases, Shareholder activism, Takeovers, Target firms
Comments Off on Hushmail: Are Activist Hedge Funds Breaking Bad?
Delaware Court: Lack of Fairness Opinion Not Necessarily Constitute Bad Faith
In Houseman v. Sagerman, C.A. No. 8897-VCG, 2014 WL 1600724 (Del. Ch. Apr. 16, 2014), the Court of Chancery, by Vice Chancellor Glasscock, in addressing defendants’ motion to dismiss claims related to the 2011 acquisition of Universata, Inc. (“Universata”) by HealthPort Technologies, LLC (“HealthPort”), held that the failure to obtain a fairness opinion in connection […]
Click here to read the complete post
Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Delaware cases, Delaware law, Duty of care, Duty of good faith, Fairness review, Fiduciary duties, Merger litigation
Comments Off on Delaware Court: Lack of Fairness Opinion Not Necessarily Constitute Bad Faith
The Prevalence and Utility of “Roadmap” Decisions in Bankruptcy Mega-Cases
As the pace of Chapter 11 filings jumped in the aftermath of the 2008 financial crisis, bankruptcy courts found their resources increasingly stretched. The number of Chapter 11 “mega-cases”—that is, cases that involve $100m or more in assets, over 1000 entities and/or a high degree of public interest—placed significant strain on the nation’s bankruptcy courts. […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Debtor-creditor law, Reorganizations, U.S. federal courts
Comments Off on The Prevalence and Utility of “Roadmap” Decisions in Bankruptcy Mega-Cases
Republic of Argentina v. NML Capital
The Supreme Court issued its decision yesterday [June 16, 2014] in Republic of Argentina v. NML Capital, No. 12-842, holding that the Foreign Sovereign Immunities Act (FSIA) does not limit the scope of discovery available to a judgment creditor in post-judgment execution proceedings against a foreign sovereign. As part of NML’s efforts to collect on […]
Click here to read the complete post
Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications
Tagged Argentina, Bondholders, Extraterritoriality, FSIA, International governance, Sovereign debt, Supreme Court
Comments Off on Republic of Argentina v. NML Capital
SEC Staff Releases Guidance Regarding Proxy Advisory Firms
On June 30, 2014, the staff of the Securities and Exchange Commission’s (the “Commission”) Division of Investment Management and Division of Corporation Finance (the “Staff”) issued much-anticipated guidance regarding proxy advisory firms, in the form of 13 Questions and Answers. Published in Staff Legal Bulletin No. 20 (“SLB 20”), available at http://www.sec.gov/interps/legal/cfslb20.htm, the Staff’s guidance […]
Click here to read the complete post
Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Investment advisers, Proxy advisors, Proxy voting, SEC, Securities regulation
Comments Off on SEC Staff Releases Guidance Regarding Proxy Advisory Firms