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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
Accounting Class Action Filings and Settlements—2013 Review
The number of accounting case settlements in 2013 increased for the second year in a row, but remained low compared with the previous 10 years, according to Cornerstone Research’s latest report, Accounting Class Action Filings and Settlements—2013 Review and Analysis. While the number of securities class action filings that included accounting allegations (47) remained relatively […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Class actions, GAAP, Securities fraud, Securities litigation, Settlements
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Increased Scrutiny of High-Frequency Trading
Following the publication of Michael Lewis’ new book, Flash Boys: A Wall Street Revolt (“Flash Boys”), plaintiffs’ lawyers and US government regulators have increasingly focused their attention on financial institutions participating in high-frequency trading (“HFT”). Less than three weeks after the release of Flash Boys, private plaintiffs’ lawyers filed a class action lawsuit against 27 […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Algorithmic trading, CFTC, Exchange Act, Flash orders, High-frequency trading, Insider trading, Private enforcement, Proprietary trading, Public enforcement, SEC, Securities enforcement, Securities litigation, Securities regulation
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Renewed Focus on Corporate Director Tenure
The issue of director tenure recently has garnered significant attention both in the United States and abroad. U.S. public companies generally do not have specific term limits on director service, though some indicate in their bylaws a “mandatory” retirement age for directors—typically between 72 and 75—which can generally be waived by the board of directors. […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Board independence, Board turnover, Boards of Directors, Entrenchment, ISS, Outside directors, QuickScore, Shareholder activism
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Board Oversight of Sustainability Issues in the S&P 500
Board oversight has long been viewed as an effective mechanism to direct and monitor corporate management. For example, in the wake of accounting scandals last decade, the Sarbanes-Oxley Act of 2002 requires all publicly traded companies in the United States to have an audit committee comprised of independent directors, charged with establishing procedures for handling […]
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Posted in Boards of Directors, Corporate Social Responsibility, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Environmental disclosure, IRRC Institute, Oversight, Si2, SOX, Sustainability
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Compliance and Risk Management: Area for Legal Teaching and Scholarship?
Compliance is hot. Pick up the New York Times or the Wall Street Journal and you are likely to find a story about yet another huge fine for regulatory infractions. In early May, to take a recent example, BNB Paribas, the big French bank, admitted that the $1.1 billion it had set aside for infractions […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate governance, Risk management, Securities enforcement, Securities regulation
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Settlements of Shareholder Litigation Involving M&A
Only 2 percent of lawsuits filed in response to M&A deals that settled in 2013 produced monetary returns for shareholders. These findings are published in Settlements of Shareholder Litigation Involving Mergers and Acquisitions, which follows an earlier report on M&A filings and litigation outcomes issued this year by Cornerstone Research. Legal challenges to M&A deals […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Attorneys' fees, Merger litigation, Settlements, Shareholder suits
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The Expanding Scope of Whistleblower Protections
The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) was enacted following the accounting scandals of the early 2000s involving Enron, WorldCom and other public companies. Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in 2010 following the global credit crisis that began a few years earlier. Both statutes offer protections for employees who […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Corporate fraud, Dodd-Frank Act, Extraterritoriality, Misconduct, SEC, SEC enforcement, Securities enforcement, Securities regulation, SOX, Whistleblowers
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Powerful Independent Directors
In our recent NBER working paper, Powerful Independent Directors, we find that independent directors who are powerful elevate shareholder wealth—in part at least by preventing value-destroying decisions such as economically unsound merger bids and excessive free cash flow retention, by meaningfully linking CEO pay to firm performance, and by forcing out underperforming CEOs. Independent directors […]
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Posted in Academic Research, Boards of Directors
Tagged Behavioral finance, Board independence, Boards of Directors, Compliance & ethics, Corporate culture, Management, Shareholder value, Social networks
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