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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
MD&A Disclosure and the Firm’s Ability to Continue as a Going Concern
In January 2012, the Financial Accounting Standards Board decided by a narrow margin of 4-3 not to require management to perform an assessment of the entity’s ability to continue as a going concern. By May 2012, the FASB reconsidered this requirement and in June 2013 issued an exposure draft that mandates going concern disclosures as […]
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Posted in Academic Research, Accounting & Disclosure, Bankruptcy & Financial Distress, Empirical Research
Tagged Accounting standards, Bankruptcy, Disclosure, FASB, Financial reporting, Management
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Enhancing the Promise of Exclusive Forum Clauses
The multiplicity of cases brought on behalf of the same stockholder group (or as derivative actions) against the same defendants, based on the same conduct and asserting the same fiduciary duty claims is now well documented. The benefits of consolidating such litigation in a single forum have also been well established. Most such litigation takes […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Charter & bylaws, Delaware cases, Delaware law, Forum selection, Jurisdiction, Merger litigation, Shareholder suits
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The Costs and Benefits of Mandatory Securities Regulation
There is a long-standing debate across law, economics and finance regarding the justifications for a mandatory disclosure regime of the type exemplified by US securities law, and a related literature on the empirical question of whether mandatory securities regulation increases the value of firms (i.e. whether the benefits of regulation exceed the compliance costs). In […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, Firm valuation, JOBS Act, Market reaction, Securities regulation
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Exit as Governance
Traditional theories of blockholder governance have focused primarily on blockholder intervention in management decisions. However, recent theories posit that blockholders can govern firms even when they have no intervention power. These theories view blockholders as informed traders who control management through “exit,” i.e., selling a firm’s stock based on private information (Admati and Pfleiderer 2009, […]
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Posted in Academic Research, Empirical Research
Tagged Blockholders, Financial crisis, General governance, Liquidity, Management, Shareholder power, Shocks
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Central European Distribution Corporation’s Chapter 11 Plan Incorporates Dutch Auction
On May 13, 2013, the U.S. Bankruptcy Court for the District of Delaware confirmed a prepackaged Chapter 11 plan of reorganization in the case of Central European Distribution Corporation (CEDC) [1] that incorporated an unmodified reverse Dutch auction. A reverse Dutch auction is a type of auction employed when a single buyer accepts bids from […]
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Posted in Bankruptcy & Financial Distress, Practitioner Publications
Tagged Auctions, Bankruptcy, Bidders, Bondholders, Restructurings, U.S. federal courts
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The Long-Term Effects of Hedge Fund Activism
We recently completed an empirical study, The Long-Term Effects of Hedge Fund Activism, that tests the empirical validity of a claim that has been playing a central role in debates on corporate governance – the claim that interventions by activist shareholders, and in particular activist hedge funds, have an adverse effect on the long-term interests […]
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Posted in Academic Research, Empirical Research, HLS Research
Tagged Bebchuk-Brav-Jiang study, Hedge funds, Proxy fights, Shareholder activism
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Remuneration Regulation in the European Financial Services Industry
The move toward stricter regulation of remuneration in the financial services industry in the European Union has resulted in a confusing web of overlapping European Directives and local EU Member State law and regulation, each of which seeks to place limits on remuneration. This post aims to assist in navigating the new European labyrinth by […]
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Posted in Banking & Financial Institutions, Executive Compensation, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banker bonuses, Banks, Bonuses, Compensation regulation, EU, Europe, Executive Compensation, Financial institutions, Financial regulation, International governance, Management, Remuneration, UK
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Basel Committee Updates Framework for Assessing Equity Surcharge
The Basel Committee on Banking Supervision (the “BCBS”) [1] recently issued a revised framework (the “Revised G-SIB Framework”) for assessing a common equity surcharge on certain designated global systemically important banks (“G-SIBs”) [2] that updates and replaces the framework for assessing the G-SIB capital surcharge issued by the BCBS in November 2011 (the “Prior G-SIB […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Disclosure, Equity capital, Federal Reserve, Financial institutions, Financial regulation, Surcharges, Systemic risk
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CFTC Issues Guidance Regarding Cross-Border Swaps
On July 12, 2013, the US Commodity Futures Trading Commission (“CFTC”) approved the issuance of an interpretive guidance and policy statement (the “Guidance”) regarding the cross-border application of the swaps provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Although the CFTC may continue to refine its […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Clearing houses, Cross-border transactions, Dodd-Frank Act, Financial regulation, International governance, SEC, Securities regulation, Swaps, Swaps entities
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