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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
Quack Corporate Governance, Round III?
Like in the US, European policy-makers have taken a number of measures as a reaction to the financial crisis, some of which address corporate governance issues of credit institutions and investment firms (hereafter collectively referred to as “banks”). Other than in the U.S., however, and more consistently with the financial origins of the crisis, very […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Bank boards, Banks, Board composition, Boards of Directors, EU, Europe, Financial crisis, Financial regulation, International governance
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More Than You Wanted to Know: Failure of Mandated Disclosure
“Mandated disclosure may be the most common and least successful regulatory technique in American law.” Thus opens our book, More Than You Wanted to Know: The Failure of Mandated Disclosure (Princeton Press, 2014). Of mandated disclosure’s triumph there is no doubt. This blog’s readers see it everywhere. Corporate scandals and financial crises ceaselessly spawn new […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Cost-benefit analysis, Disclosure, Dodd-Frank Act, Information environment, Reporting regulation, Securities regulation
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Rights Plans and Proxy Contests: Chancery Court Denies Activist’s Motion to Enjoin Sotheby’s Shareholder Meeting
On May 2, 2014, the Delaware Chancery Court denied a motion to preliminarily enjoin Sotheby’s annual stockholder meeting based on allegations by an activist stockholder, Third Point LLC, that the Sotheby’s board of directors violated its fiduciary duties by adopting a rights plan (or “poison pill”) and refusing to provide a waiver from its terms […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Fiduciary duties, Poison pills, Proxy contests, Shareholder activism, Third Point, Unocal standard
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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 […]
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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
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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 […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Bonds, Corporate debt, Debt, Debt securities, Disclosure, Securities regulation
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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 […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Investment advisers, Investment Advisers Act, SEC, Securities regulation, Social networks
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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 […]
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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
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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 […]
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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
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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 […]
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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
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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 […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Bidders, Efficiency, Innovation, Takeovers, Target firms
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