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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
SEC Forecasts an Increase in Whistleblower Cases and Awards
On June 12, 2013, the U.S. Securities & Exchange Commission announced its second-ever whistleblower award under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Having received over 3,000 whistleblower tips in the first year of the revamped program, the SEC made its first whistleblower award in August of 2012 and is expected to […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Dodd-Frank Act, SEC, SEC enforcement, SEC investigations, Whistleblowers
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The STOCK Act and the Political Intelligence Industry
Investors who hire political intelligence firms to collect information from government sources should take notice of the Stop Trading on Congressional Knowledge (STOCK) Act, according to panelists at a recent American Bar Association event. The panel, which included Stephen Cohen of the SEC’s Division of Enforcement, gathered in the wake of recent scandals and increased […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Fiduciary duties, Inside information, Insider trading, SEC, SEC enforcement, Securities regulation, STOCK Act
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The Deterrence Effect of SEC Enforcement Intensity on Illegal Insider Trading
In our paper, The Deterrence Effect of SEC Enforcement Intensity on Illegal Insider Trading, which was recently made publicly available on SSRN, we argue that dramatic changes in insider trading enforcement since the 1980s enable us to empirically identify the effects of more aggressive enforcement on trader behavior and stock price discovery. First, the types […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Compliance & ethics, Insider trading, SEC, SEC enforcement, Securities enforcement
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2013 Proxy Season Review
The 2013 proxy season saw a continued high rate of governance-related shareholder proposals at large U.S. public companies, including those calling for declassified boards, majority voting in director elections, elimination of supermajority requirements, separation of the roles of the CEO and chair, the right to call special meetings and action by written consent. As in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, ISS, Proxy advisors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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District Court Vacates SEC Rule on Resource Extraction Disclosures
On July 2, 2013, the District Court for the District of Columbia vacated Rule 13q-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which required resource extraction issuers to disclose payments made to the U.S. Federal government and foreign governments. The District Court found that the Securities and Exchange Commission (the […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Regulation
Tagged Disclosure, Exchange Act, SEC, SEC rulemaking, Securities regulation, U.S. federal courts
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Informed Trading through the Accounts of Children
In our paper, Informed Trading through the Accounts of Children, forthcoming in the Journal of Finance, we introduce a novel measure of the probability of information-based trading in a stock, namely, BABYPIN, the proportion of total trading through the accounts of underaged investors. We begin by empirically validating this measure by showing that underaged accountholders […]
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Posted in Academic Research, Empirical Research
Tagged Information asymmetries, Insider trading, Stock returns
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Rethinking Director Nomination Requirements and Conduct
This post identifies and discusses a number of steps public companies may wish to consider regarding director nomination requirements and conduct in light of the heightened potential for arrival on the board of activist shareholder-nominated directors. Background Increased Incidence of Nomination Proposals: Based on publicly reported information published by Activist Insight, [1] during 2012 activist […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Compliance & ethics, Confidentiality, Director nominations, Public firms, Shareholder activism, Shareholder elections, Shareholder nominations, Shareholder voting
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Volcker Rule Conformance Period for Banking Entities
On April 19, 2012, the Board of Governors of the Federal Reserve System (“Board”) issued a statement of policy (the “Conformance Statement”) clarifying that a banking entity covered by Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the so-called “Volcker Rule”) has until July 21, 2014 (unless extended by the Board) […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Private Equity
Tagged Banks, Duty of good faith, Federal Reserve, Financial regulation, Hedge funds, Private equity, Volcker Rule
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Institutional Investors and the Information Production Theory of Stock Splits
In our paper, Institutional Investors and the Information Production Theory of Stock Splits, forthcoming in the Journal of Financial and Quantitative Analysis, we analyze the incentives of analysts to produce information about a firm, by studying institutional trading and brokerage commissions around a specific corporate event, namely, a stock split. We make use of a large […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Information asymmetries, Institutional Investors, Stock analysts
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