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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Path Forward on Disclosure
It is an honor to be with you today [Oct. 15, 2013]. The National Association of Corporate Directors has long played an important leadership role providing the insight and guidance that board members need to enhance shareholder value and effectively confront the various business challenges their companies face. The NACD has also been a very […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Compensation disclosure, Compliance and disclosure interpretation, Disclosure, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Equity Securities in an M&A Transaction after the JOBS Act
In April 2012, we wrote here about the potential future impact of the Jumpstart Our Business Startups Act (“JOBS Act”) on M&A transactions in which an acquirer seeks to issue its privately placed equity securities as consideration in an acquisition. Our discussion at the time focused on the conditions of Rule 506 of Regulation D […]
Click here to read the complete postThe Twilight Zone: OTC Regulatory Regimes and Market Quality
In 2010, more than 8,000 domestic equity securities traded in the U.S. OTC market. Yet, research studying this market is limited. Stocks in this market tend to be small. The OTC market generally offers less investor protection than the traditional exchanges, and fraudulent and abusive practices in this market cause significant economic harm to investors. […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Blue sky laws, Disclosure, Information environment, Investor protection, JOBS Act, Liquidity, Market efficiency, OTC derivatives, SEC, Securities regulation
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Career Consequences of Proxy Contests
Shleifer and Vishny (1997) explain that “corporate governance deals with the ways in which the suppliers of finance to corporations assure themselves of getting a return on their investment.” The fundamental feature of corporate governance is shareholders’ right to elect directors to represent their interests. This shareholder representation by the board of directors is a central component of corporate governance. For corporate […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board turnover, Boards of Directors, Proxy contests, Shareholder activism, Shareholder voting, Staggered boards
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Clarifying Aiding and Abetting under the Commodities Exchange Act
On September 23, 2013, the United States Court of Appeals for the Second Circuit issued a decision clarifying the standard for aiding and abetting liability under the Commodities Exchange Act (“CEA”). The decision, in In re Amaranth Natural Gas Commodities Litigation, No. 12-2075-cv (2d Cir. Sept. 23, 2013), affirmed a judgment of the United States […]
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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, Practitioner Publications
Tagged Clearing houses, Commodities Exchange Act, Corporate liability, Financial institutions, Futures, JPMorgan, Liability standards, U.S. federal courts
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CFTC Issues FAQ Regarding Commodity Options
On September 30, 2013, the Division of Market Oversight of the US Commodity Futures Trading Commission (CFTC) released responses to Frequently Asked Questions regarding Commodity Options (FAQ). While intended to be provide non-binding guidance to affected market participants, the FAQ also serves to highlight the significant complexity of the current analysis required for commodity options. […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Derivatives, Financial regulation, Securities regulation, Swaps
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Time is Money—Ticking Fees
In any transaction facing a meaningful delay between signing and closing, dealmakers on both sides of the table spend a considerable amount of time thinking about allocating the various risks resulting from that delay (e.g., regulatory, business and financing). Most of the discussion centers on “deal certainty,” with sellers focused on contract provisions that force […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Deal protection, Termination fees
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Insider Trading as Private Corruption
Fighting insider trading is clearly at the top of law enforcement’s agenda. In May 2011, Raj Rajaratnam, the former head of the Galleon Group hedge fund, received an eleven-year prison sentence for insider trading, the longest ever imposed. More recently, in July 2013, SAC Capital Advisors, a $15 billion hedge fund, was slapped with a […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Anti-corruption, Compliance & ethics, Corporate crime, Fiduciary duties, Insider trading, Misconduct, Securities enforcement
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A Simpler Approach to Financial Reform
There is a growing consensus that new financial reform legislation may be in order. The Dodd-Frank Act of 2010, while well-intended, is now widely viewed to be at best insufficient, at worst a costly misfire. Members of Congress are considering new and different measures. Some have proposed substantially higher capital requirements for the largest financial […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Banks, Dodd-Frank Act, Financial crisis, Financial institutions, Financial reform, Financial regulation, Risk management, Shadow banking
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