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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Canadian Court Takes Hybrid Approach to Poison Pill
On May 2, 2014, the British Columbia Securities Commission (the “BCSC”) determined to allow the shareholder rights plan of Augusta Resource Corporation (“Augusta”) to remain in effect for at least 156 days after the announcement of the unsolicited offer by HudBay Minerals Inc. (“HudBay”) to acquire the shares of Augusta. The BCSC order was issued […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Canada, Davies, Hostile takeover, International governance, Poison pills, Securities regulation
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Court of Appeals Invalidates Part of SEC’s Conflict Minerals Rule
On April 14, 2014, in National Association of Manufacturers v. Securities and Exchange Commission, the United States Court of Appeals for the District of Columbia Circuit partially invalidated the final rule of the Securities and Exchange Commission (“SEC”) requiring public companies to investigate and disclose the origin of certain minerals found in the war-ridden Congo […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Court Cases, Practitioner Publications, Securities Regulation
Tagged Corporate Social Responsibility, Disclosure, Dodd-Frank Act, Exchange Act, Reporting regulation, SEC, Securities regulation, U.S. federal courts
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