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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
To-may-to To-mah-to: 10 Surprises for a US Bidder on a UK Takeover
“You like to-may-to and I like to-mah-to… Potato, potahto, tomayto, tomahto Let’s call the whole thing off” (“Let’s Call The Whole Thing Off” by George & Ira Gershwin, 1937) Two nations divided by a common tongue. In M&A, as in so many spheres, common language and terminology often give rise to the assumption that the […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, International governance, Takeovers, Target firms, UK, UK Takeover Code
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The Case for Consumer-Oriented Corporate Governance, Accountability and Disclosure
When offering securities to the public, corporations must comply with an exclusive informational regime that allows speech only within the uniform boundaries determined by the SEC. Corporations must use a standardized method for financial audit and report, and disclose in plain and simple English any material fact of interest to a potential buyer. But when […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Consumer protection, Disclosure, Information environment
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Dodd-Frank Rules Impact End-Users of Foreign Exchange Derivatives
This post is a summary of certain recent developments under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) that impact corporate end-users of over-the-counter foreign exchange (FX) derivative transactions and should be read in conjunction with the four prior WSGR Alerts on Dodd-Frank FX issues from October 2011, September 2012, February 2013, and […]
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Posted in Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Books and records, CFTC, Derivatives, Dodd-Frank Act, Financial regulation, International governance, ISDA, Reporting regulation, Swaps, Swaps entities
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The Misrepresentation of Earnings
While hundreds of research papers discuss earnings quality, there is no agreed-upon definition. We take a unique perspective on the topic by focusing our efforts on the producers of earnings quality: Chief Financial Officers. In our paper, The Misrepresentation of Earnings, which was recently made publicly available on SSRN, we explore the definition, characteristics, and […]
Click here to read the complete postPerspectives on Strengthening Enforcement
Greg [Tanzer, ASIC Commissioner] suggested that I talk about my perspectives on international cooperation in the enforcement context, as well as what we at the SEC are doing to try to make our own enforcement program even more robust and responsive to the issues presented by interconnected and fast moving markets. I am happy to […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, International governance, Investor protection, IOSCO, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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There Is Something Special about Large Investors
It has been argued that the best private equity partnerships do not increase fund size or fees to market-clearing levels. Instead they have rationed access to their funds to favor their most prestigious investors (e.g. Ivy League university endowments). Further, industry observers (e.g. Swensen (2000)) have often argued that endowments are better equipped to assess […]
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Posted in Academic Research, Institutional Investors, Private Equity
Tagged Endowments, Institutional Investors, Pension funds, Private equity
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SEC Upholds Rule 14a-8’s One-Year Holding Period for Newly-Public Company
On March 10, 2014, in a no-action letter to SeaWorld Entertainment, Inc. (the “Company”), the Securities and Exchange Commission (“SEC”) signaled its position that shareholders seeking to submit proposals for inclusion in the proxy materials of newly-public companies are not exempt from the requirement in Rule 14a-8(b)(1) that proponents must hold the requisite amount of […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder proposals
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Spin-Off Guide
A spin-off involves the separation of a company’s businesses through the creation of one or more separate, publicly traded companies. Spin-offs have been popular because many investors, boards and managers believe that certain businesses may command higher valuations if owned and managed separately, rather than as part of the same enterprise. An added benefit is […]
Click here to read the complete postCorporate Scandals and Household Stock Market Participation
Corporate scandals have large negative effects on the value of the firms that are discovered having committed fraud (Karpoff, Lee, and Martin, 2008; Dyck, Morse, and Zingales, 2013). Besides inflicting direct losses to shareholders, corporate fraud may also have indirect effects on households’ willingness to participate in the stock market, which may generate even larger […]
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Posted in Academic Research
Tagged Compliance & ethics, Corporate crime, Corporate fraud, Market reaction, Misconduct
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What It Takes for the FDIC SPOE Resolution Proposal to Work
In a comment letter and supporting paper to the FDIC on its single-point-of-entry (SPOE) resolution concept release, Karen Shaw Petrou, managing partner of Federal Financial Analytics, argues that SPOE is conceptually sound and statutorily robust. However, progress to date on orderly liquidation has been so cautious as to cloud the credibility of assertions that the […]
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