-
Supported By:
Subscribe or Follow
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
No Magic Bullet in Post-Credit Crisis Investment Litigation
Nearly a decade ago, the United States Supreme Court in Dura Pharmaceuticals Inc. v. Broudo, 544 U.S. 336, 345 (2005), emphasized that a securities fraud suit is not an investor’s insurance policy against market losses. As courts continue to address the fallout from the financial crisis that began in 2007, the court’s admonition is alive […]
Click here to read the complete post
Posted in Court Cases, Financial Crisis, Practitioner Publications, Securities Litigation & Enforcement
Tagged Dura Pharmaceuticals v. Broudo, Exchange Act, Financial crisis, Loss causation, Section 10(b), Securities damages, Securities fraud, Securities litigation, U.S. federal courts
Comments Off on No Magic Bullet in Post-Credit Crisis Investment Litigation
“SPOE” Resolution Strategy for SIFIs under Dodd-Frank
On December 10, 2013, the Federal Deposit Insurance Corporation (the “FDIC”) proposed for public comment a notice (the “Notice”) describing its “Single Point of Entry” (“SPOE”) strategy for resolving systemically important financial institutions (“SIFIs”) in default or in danger of default under the orderly liquidation authority granted by Title II of the Dodd-Frank Wall Street […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Regulation, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Failed banks, FDIC, Financial institutions, Financial regulation, Liquidation, Recovery & resolution plans, Resolution authority, SIFIs, Systemic risk
Comments Off on “SPOE” Resolution Strategy for SIFIs under Dodd-Frank
Do Managers Manipulate Earnings Prior to Management Buyouts?
In the paper, Do Managers Manipulate Earnings Prior to Management Buyouts?, which was recently made publicly available on SSRN, we investigate accounting manipulation prior to buyout transactions in the UK during the second buyout wave of 1997 to 2007. Prior to management buyouts (MBOs), managers have an incentive to deflate the reported earnings numbers by […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Accounting, Acquisitions, Buyouts, Earnings management, International governance, Leveraged acquisitions, Management, UK
Comments Off on Do Managers Manipulate Earnings Prior to Management Buyouts?
ISS Publishes Guidance on Director Compensation (and Other Qualification) Bylaws
In the latest instance of proxy advisors establishing a governance standard without offering evidence that it will improve corporate governance or corporate performance, ISS has adopted a new policy position that appears designed to chill board efforts to protect against “golden leash” incentive bonus schemes. These bonus schemes have been used by some activist hedge […]
Click here to read the complete post
Posted in Boards of Directors, Practitioner Publications
Tagged Bonuses, Charter & bylaws, Director compensation, Golden leashes, ISS, Proxy advisors, Shareholder activism, Shareholder voting
Comments Off on ISS Publishes Guidance on Director Compensation (and Other Qualification) Bylaws
Carried Interests: Current Developments
The tax status of so-called “carried interests,” held by private equity fund sponsors (and benefitting, in particular, the individual managers of those sponsors) is the subject of this post. A decision by the U.S. Court of Appeals for the First Circuit holding that a private equity fund was engaged in a trade or business for […]
Click here to read the complete post
Posted in Court Cases, Executive Compensation, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Capital gains, ERISA, Executive Compensation, Fund managers, Liability standards, Pension funds, Private equity, Securities litigation, Taxation, U.S. federal courts
Comments Off on Carried Interests: Current Developments
Gender Quotas for Corporate Boards
Gender quotas for corporate boards of directors have attracted attention in Europe, where a number of countries have enacted mandatory or voluntary quotas. In the United States, some activists, scholars, and policy makers have advocated quotas as a way to shatter the glass ceiling for women in business and (possibly) to improve corporate decisionmaking. The […]
Click here to read the complete post
Posted in Academic Research, Boards of Directors
Tagged Boards of Directors, Diversity, Nonprofits, Taxation
Comments Off on Gender Quotas for Corporate Boards
Update on the Halliburton Fraud-on-the-Market Case
As we have described in our prior posts and memos (here and here), in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, the Supreme Court will decide whether or not to abandon the “fraud on the market” presumption of reliance that has facilitated class-action treatment of claims brought under Section 10(b) of the […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Erica John Fund v. Halliburton, Exchange Act, Fraud-on-the-Market, Halliburton, Rule 10b-5, Section 10(b), Securities damages, Securities fraud, Securities litigation, Supreme Court
Comments Off on Update on the Halliburton Fraud-on-the-Market Case
Regulation A+ Offerings—A New Era at the SEC
December 18, 2013 may well mark an historic turning point in the ability of small business to effectively access capital in the private and public markets under the federal securities regulatory framework. On that day the Commissioners of the U.S. Securities and Exchange Commission met in open session and unanimously authorized the issuance of proposed […]
Click here to read the complete post
Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Blue sky laws, Capital formation, Crowdfunding, Disclosure, Exchange Act, Investor protection, JOBS Act, Private firms, Registration exemptions, Regulation A, Rule 506, SEC, SEC rulemaking, Securities regulation, Small firms, Solicitation, State law
2 Comments
Managerial Risk Taking Incentives and Corporate Pension Policy
In our paper, Managerial Risk Taking Incentives and Corporate Pension Policy, forthcoming in the Journal of Financial Economics, we examine whether the compensation incentives of top management affect the extent of risk shifting versus risk management behavior in pension plans. The employee beneficiaries of a firm’s defined benefit pension plan hold claims on the firm similar to those […]
Click here to read the complete post
Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Equity-based compensation, ERISA, Executive Compensation, Incentives, Leverage, Managerial wealth, Moral hazard, Pension funds, Risk-taking
Comments Off on Managerial Risk Taking Incentives and Corporate Pension Policy