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HLS Faculty & Senior Fellows
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
Executives’ ‘Off-the-Job’ Behavior, Corporate Culture, and Financial Reporting Risk
In our paper, Executives’ ‘Off-the-Job’ Behavior, Corporate Culture, and Financial Reporting Risk, forthcoming in the Journal of Financial Economics, we examine how and why two aspects of top executives’ behavior outside the workplace, as measured by their legal infractions and ownership of luxury goods, are related to the likelihood of future misstated financial statements, including fraud and unintentional […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Corporate fraud, Disclosure, Financial reporting, Management, Misreporting, SEC enforcement
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Who Knew that CLOs were Hedge Funds?
U.S. financial regulators found themselves on the receiving end of an outpouring of concern from law makers last Wednesday about the risks to the banking sector and debt markets from the treatment of collateralized loan obligations (“CLOs”) in the Volcker Rule final regulations. Regulators and others have come to realize that treating CLOs as if they […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Bonds, CDOs, Corporate debt, Debt, Debt securities, Dodd-Frank Act, Financial institutions, Financial regulation, Hedge funds, Proprietary trading, Securities regulation, Securitization, Volcker Rule
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Delaware’s Choice
In November 2013 I delivered the 29th Annual Francis G. Pileggi Distinguished Lecture in Law in Wilmington, Delaware. My lecture, entitled “Delaware’s Choice,” presented four uncontested facts from my prior research: (1) in the 1980s, federal courts established the principle that Section 203 must give bidders a “meaningful opportunity for success” in order to withstand […]
Click here to read the complete postTop Ten 2013 Delaware Corporate and Commercial Decisions
This is our ninth annual review of key Delaware corporate and commercial decisions. During 2013, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate and commercial issues. Among the decisions with the most far-reaching application and importance during 2013 are the “top ten” that we are highlighting […]
Click here to read the complete post2013 Year-End Securities Litigation Update
2013 proved to be a watershed year for securities litigation, and 2014 is shaping up to be a “career killing” year for plaintiffs’ lawyers specializing in 10b-5 class actions. In what may turn out to be one of the most important cases in the last three decades, the Supreme Court will address the long debated […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Delaware cases, Derivative actions, Disclosure, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Merger litigation, Securities damages, Securities fraud, Securities litigation, Securities regulation, Supreme Court, U.S. federal courts
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CEO Employment Agreements in a “Say on Pay” World
Although much has been written and discussed in the past few years about the impact of “Say on Pay” and Dodd-Frank on CEO compensation practices (including the narrowing or elimination of employment agreement provisions such as excise tax and other tax gross-ups and automatic “evergreen” renewal terms which have not been viewed as shareholder friendly), […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Management, Management contracts, Say on pay
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Halliburton: The Morning After
The blogosphere is abuzz over Halliburton. [1] Will the Supreme Court overturn Basic [2] and abolish the fraud-on-the-market presumption? Will the decision end shareholder class actions as we have known them? Presumably, by the Fourth of July, we will know. The purpose of this post is not to predict the outcome of Halliburton. Rather, it […]
Click here to read the complete postRecent Trends in Securities Class Action Litigation: 2013 Review
Legal developments have dominated the news about federal securities class actions in 2013. Last February, the Supreme Court decision in Amgen resolved certain questions about materiality but focused the debate on Basic and the presumption of reliance, which are now back to the Supreme Court after certiorari was granted for the second time in Halliburton. […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Erica John Fund v. Halliburton, Halliburton, Materiality, Merger litigation, Rule 10b-5, Securities litigation, Supreme Court, U.S. federal courts
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The SEC in 2014
For nearly 80 years, the Securities and Exchange Commission has been playing a vital role in the economic strength of our nation. Year after year, the agency has steadfastly sought to protect investors, make it possible for companies of all sizes to raise the funds needed to grow, and to ensure that our markets are […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Capital formation, Derivatives, Disclosure, JOBS Act, Money market funds, Regulation A, Rule 506, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities fraud, Securities regulation, Securitization
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