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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
A Response to Bebchuk and Jackson’s Toward a Constitutional Review of the Poison Pill
In a recent paper, Professors Lucian Bebchuk and Robert Jackson have extended Professor Bebchuk’s extreme and eccentric campaign against director-centric governance into a new realm—that of the Constitution of the United States. They claim that “serious questions” exist about the constitutionality of the poison pill—or, more precisely, “about the validity of the state-law rules that […]
Click here to read the complete postRemarks on the Halliburton Oral Argument (3): The Consistency of a Fraudulent Distortion Approach with Not Resolving Merit Issues at Class Certification
As we discussed in our first two posts, the Halliburton oral argument (transcript available here), provided encouraging signs that a number of the Justices might choose to avoid making a judgment on the state of efficient market theory and to focus on the presence of fraudulent distortion (sometimes also referred to as price impact). In […]
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Posted in Academic Research, Court Cases, HLS Research, Securities Litigation & Enforcement
Tagged Basic, Fraud-on-the-Market, Halliburton, Securities litigation, Supreme Court
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Do-It-Yourself Activism
Many corporate executives and board members view activist investors as little more than bullies with calculators: they seem to hunt in packs, force disruptive and risky changes, and use simplistic benchmarks as their call to action. Yet their ranks have grown rapidly, and activist investors now attack even the largest and most successful companies. Worldwide, […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Institutional Investors, Management, Shareholder activism
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Remarks on the Halliburton Oral Argument (2): Implementing a Fraudulent Distortion Approach
In our first post on the Halliburton oral argument (transcript available here), we discussed the encouraging signs that a number of the Justices might choose to avoid making a judgment on the state of efficient market theory and to focus on the presence of fraudulent distortion (sometimes also referred to as price impact). In this […]
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Posted in Academic Research, Court Cases, HLS Research, Securities Litigation & Enforcement
Tagged Basic, Fraud-on-the-Market, Halliburton, Securities litigation, Supreme Court
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Court of Chancery Stresses Need for Board Monitoring of Advisors and Potential Conflicts
Last week, the Delaware Court of Chancery reached the rare conclusion that an independent, disinterested board breached its fiduciary duties in connection with an arm’s-length, third-party, premium merger transaction. The decision, In re Rural Metro Corp. Stockholders Litig., C.A. No. 6350-VCL (Del. Ch. Mar. 7, 2014), which relies heavily on findings that the board’s financial […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fiduciary duties, Financial advisers, Merger litigation
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Remarks on the Halliburton Oral Argument (1): Toward a Fraudulent Distortion Approach
Last week the Supreme Court heard oral arguments in the Halliburton case (transcript available here), which is expected to have a major impact on the future of securities litigation. Encouragingly, there were signs that a number of the Justices might choose to avoid making a judgment on the state of efficient market theory and to […]
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Posted in Academic Research, Court Cases, HLS Research, Securities Litigation & Enforcement
Tagged Basic, Fraud-on-the-Market, Halliburton, Securities litigation, Supreme Court
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Enhanced Prudential Standards
On February 18, 2014, the Board of Governors of the Federal Reserve System (the “FRB”) approved a final rule (the “Final Rule”) implementing certain of the “enhanced prudential standards” mandated by Section 165 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or “Dodd-Frank”). The Final Rule applies the enhanced prudential […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, International governance, Liquidity, Prudence, Risk committee, Risk management, Stress tests
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Does Stock Liquidity Affect Incentives to Monitor?
In our paper, Does Stock Liquidity Affect Incentives to Monitor? Evidence from Corporate Takeovers, forthcoming in the Review of Financial Studies, we examine the role of liquidity as a monitoring incentive and its effect on firm value by analyzing the market reaction to takeover announcements. The empirical evidence is consistent with the view that there is a […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Firm valuation, Liquidity, Market reaction, Takeovers
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SEC Crowdfunding Rulemaking under the Jobs Act—an Opportunity Lost?
In an article recently posted to SSRN I addressed certain issues faced by the SEC in the ongoing Title III rulemaking process under the JOBS Act of 2012, enacted into law by Congress in April 2012. The SEC issued proposed rules to implement Title III in October 23, 2013, and has yet to issue final […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital formation, Crowdfunding, Disclosure, JOBS Act, Registration exemptions, SEC, SEC rulemaking, Securities regulation, Small firms
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Does Volcker + Vickers = Liikanen?
EU proposal for a regulation on structural measures improving the resilience of EU credit institutions 1. On 29 January 2014 the European Commission published a proposal for a regulation of the European Parliament and of the Council “on structural measures improving the resilience of EU credit institutions”. This proposed legislation is the EU’s equivalent of […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, EU, Europe, European Commission, Financial crisis, Financial institutions, Financial regulation, France, Germany, International governance, Liikanen Group, Proprietary trading, UK, Vickers Commission, Volcker Rule
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