-
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
Regulating the Timing of Disclosure
In our paper, Regulating the Timing of Disclosure: Insights from the Acceleration of 10-K Filing Deadlines, forthcoming in the Journal of Accounting and Public Policy, we examine how regulatory reforms that accelerate 10-K filing deadlines in 2003 affect the reliability of accounting information. The intended purpose of the new deadlines is to improve the efficiency […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure
Tagged Accounting, Disclosure, Filings, Financial reporting, Misreporting, Restatements
Comments Off on Regulating the Timing of Disclosure
The Bankruptcy-Law Safe Harbor for Derivatives: A Path-Dependence Analysis
Bankruptcy law in the United States, which serves as an important precedent for the treatment of derivatives under insolvency law worldwide, gives creditors in derivatives transactions special rights and immunities in the bankruptcy process, including virtually unlimited enforcement rights against the debtor (hereinafter, the “safe harbor”). The concern is that these special rights and immunities […]
Click here to read the complete post
Posted in Academic Research, Bankruptcy & Financial Distress, Derivatives, Securities Regulation
Tagged Bankruptcy, Commodities, Derivatives, Financial crisis, Safe harbor, Securities regulation, Swaps, Systemic risk
Comments Off on The Bankruptcy-Law Safe Harbor for Derivatives: A Path-Dependence Analysis
Delaware Court: Missed Sales Forecasts Could be “Material Adverse Effect”
In Osram Sylvania Inc. v. Townsend Ventures, LLC, the Delaware Court of Chancery (VC Parsons) declined to dismiss claims by Osram Sylvania Inc. that, in connection with OSI’s purchase of stock of Encelium Holdings, Inc. from the company’s other stockholders (the “Sellers”), Encelium’s failure to meet sales forecasts and manipulation of financial results by the […]
Click here to read the complete post
Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Adverse effects, Delaware cases, Delaware law, Disclosure, Financial reporting, Forecasting, Materiality, Misreporting
Comments Off on Delaware Court: Missed Sales Forecasts Could be “Material Adverse Effect”
Corporate Governance at Silicon Valley Companies 2013
Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for Silicon Valley companies and publicly-traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance practices […]
Click here to read the complete post
Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, Majority voting, Shareholder activism, Surveys, Tech companies
Comments Off on Corporate Governance at Silicon Valley Companies 2013
Jobs Act Title III Crowdfunding Moves Closer To Reality
On October 23, 2013, the SEC voted unanimously to propose Regulation Crowdfunding, [1] the rules related to the offer and sale of securities through crowdfunded private offerings, as set forth in Title III of the Jumpstart Our Business Startups (“JOBS”) Act. FINRA then published its proposed rules governing the licensing and regulation of so-called “funding […]
Click here to read the complete post
Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Crowdfunding, FINRA, JOBS Act, SEC, SEC rulemaking, Securities regulation, Small firms
Comments Off on Jobs Act Title III Crowdfunding Moves Closer To Reality
The Growth of Appraisal Litigation in Delaware
Numerous commentators and academics have written about the growth of M&A litigation over the last several years. Less noticed, but perhaps more significant, has been the growing tendency of institutional and other large investors to exercise their appraisal rights under Delaware law. Investors in several recent high-profile mergers have announced their intention to, or sought […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Fair values, Merger litigation
Comments Off on The Growth of Appraisal Litigation in Delaware
The Effect of Audit Committee Expertise on Monitoring Financial Reporting
In our paper, The Effect of Audit Committee Industry Expertise on Monitoring the Financial Reporting Process, forthcoming in The Accounting Review, we examine the impact of audit committee (AC) industry expertise on the AC’s effectiveness in monitoring the financial reporting process. Despite the increased responsibilities, authority, independence, and financial expertise requirements placed on ACs by […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, Empirical Research
Tagged Accounting, Audit committee, Audits, Boards of Directors, Financial reporting, Restatements
Comments Off on The Effect of Audit Committee Expertise on Monitoring Financial Reporting
Supreme Court to Consider Overruling “Fraud-on-the-Market” Presumption
On November 15, 2013, the U.S. Supreme Court granted certiorari in the case of Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, raising the prospect that the Court will overrule or significantly limit the legal presumption that each member of a securities fraud class action relied on the statements challenged as fraudulent in […]
Click here to read the complete post
Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Rule 10b-5, Section 10(b), Securities damages, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
Comments Off on Supreme Court to Consider Overruling “Fraud-on-the-Market” Presumption