-
Supported By:
Subscribe or Follow
Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Chen v. Howard-Anderson
In a summary judgment opinion issued on April 8, the Delaware Court of Chancery (VC Laster) held that in a change of control case governed by enhanced scrutiny, directors and officers could incur personal liability for a breach of their duty of loyalty if it is established that they acted unreasonably in conducting the sale […]
Click here to read the complete post
Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Change in control, Delaware cases, Delaware law, Fairness review, Fiduciary duties, In re Revlon, Merger litigation, Proxy disclosure
Comments Off on Chen v. Howard-Anderson
Do the Securities Laws Matter?
Since the Great Depression, U.S. securities regulation has been centered on mandatory disclosure: the various rules requiring issuers of securities to make publicly available certain information that regulators deem material to investors. But do the mandatory disclosure rules actually work? The stakes raised by this question are enormous, yet there is precious little consensus in […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Bonds, Corporate debt, Debt, Debt securities, Disclosure, Securities regulation
Comments Off on Do the Securities Laws Matter?
SEC Provides Guidance to Investment Advisers on Use of Social Media
In response to the prevalence of social media sites featuring consumer reviews of various types of businesses, on March 28, 2014, the SEC’s Division of Investment Management published an IM Guidance Update to address concerns arising from the rating of investment advisers on such social media sites (the “Guidance Update”). Specifically, the Guidance Update clarifies […]
Click here to read the complete post
Posted in Practitioner Publications, Securities Regulation
Tagged Investment advisers, Investment Advisers Act, SEC, Securities regulation, Social networks
Comments Off on SEC Provides Guidance to Investment Advisers on Use of Social Media
Senior Manager Liability for Derivatives Misconduct: The Buck Stops Where?
The buck, so to speak, does not necessarily stop with the individual who personally violates the U.S. Commodity Exchange Act (“CEA”), which regulates a wide array of commodities and financial derivatives trading, including swaps (in addition to traditional futures contracts and physical commodities trading) in U.S. markets or otherwise engaged in by or with any […]
Click here to read the complete post
Posted in Derivatives, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, CFTC, Commodities Exchange Act, Derivatives, Liability standards, Management, Misconduct, Secondary liability, Securities litigation, Securities regulation
Comments Off on Senior Manager Liability for Derivatives Misconduct: The Buck Stops Where?
The Future of Capital Formation
Today I’d like to talk about capital formation—one part of the Commission’s tri-partite mission to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. There is much to be said about the Commission’s efforts to facilitate capital formation. But because I’m an economist, today I will focus in particular on some of […]
Click here to read the complete post
Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Capital formation, Crowdfunding, Information environment, Investor protection, JOBS Act, Regulation A, SEC, SEC rulemaking, Securities regulation, Small firms, Solicitation
Comments Off on The Future of Capital Formation
Supersize Them? Large Banks, Taxpayers and the Subsidies
In the paper Supersize Them? Large Banks, Taxpayers and the Subsidies that Lay Between, I provide an in-depth study of the substantial, non-transparent governmental subsidies received by the biggest banks. Though some continue to deny the existence of these subsidies, I conclude that the subsidies exist and negatively impact the financial markets. The most significant […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Bailouts, Banks, Cost of capital, Dodd-Frank Act, Financial crisis, Financial regulation, SIFIs, Subsidies, Too big to fail
Comments Off on Supersize Them? Large Banks, Taxpayers and the Subsidies
Corporate Takeovers and Economic Efficiency
In the paper, Corporate Takeovers and Economic Efficiency, written for the Annual Review of Financial Economics, I review recent takeover research which advances our understanding of the role of M&A in the drive for productive efficiency. Much of this research places takeovers in the context of industrial organization, tracing with unprecedented level of detail “who […]
Click here to read the complete post
Posted in Academic Research, Mergers & Acquisitions
Tagged Bidders, Efficiency, Innovation, Takeovers, Target firms
Comments Off on Corporate Takeovers and Economic Efficiency
An Upturn in “Inversion” Transactions
Recently, there have been a growing number of large “inversion” transactions involving the migration of a U.S. corporation to a foreign jurisdiction through an M&A transaction. Inversion transactions come in several varieties, with the most common involving a U.S. company merging with a foreign target and redomiciling the combined company to the jurisdiction of the […]
Click here to read the complete post
Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, International governance, Jurisdiction, Tax avoidance, Taxation
Comments Off on An Upturn in “Inversion” Transactions
2014 Proxy Season: Early Indications
It is still early days, but here is what we are seeing as the 2014 proxy season unfolds: Institutional investors promote governance reforms and engagement efforts. Prior to the season Vanguard sent letters to S&P 500 companies seeking adoption of annual director elections, majority voting and the right of holders of 25% of the common […]
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Engagement, Institutional Investors, Proxy season, Proxy voting, Say on pay, SEC, Securities regulation, Shareholder activism, Shareholder voting
1 Comment
Public Compensation for Private Harm: SEC’s Fair Fund Distribution
The SEC’s success is conventionally measured by the number of enforcement actions it brings, the multimillion-dollar fines it secures, and the high-impact trials it wins. But the SEC does more than punish wrongdoing. Over the last twelve years, the SEC has quietly become an important source of compensation for defrauded investors. Since 2002, the SEC […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement
Tagged Distributions, Investor protection, Restitution, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation
Comments Off on Public Compensation for Private Harm: SEC’s Fair Fund Distribution