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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
Delaware Court Declines to Enjoin Merger Vote, Affirming Single-Bidder Strategy
In In re Plains Exploration & Production Co. S’holder Litig., the Delaware Court of Chancery denied the plaintiffs’ request to enjoin a merger between Plains Exploration & Production Company and Freeport-McMoran Copper & Gold even though the Plains board of directors (1) did not shop Plains before agreeing to be acquired by Freeport for a […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bidders, Boards of Directors, Cash flows, Delaware cases, Delaware law, Merger litigation, Proxy disclosure
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NY State Department of Financial Services at the One-Year Mark
Since the New York State Department of Financial Services (“DFS”) began operations in late 2011, the agency appears to have lived up to its billing as an activist regulator of insurers and financial institutions. DFS has taken on several novel issues and will likely continue to do so. Insurers and financial institutions doing business in […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Private Equity
Tagged Financial institutions, Financial regulation, Insurance, Private equity, Regulators
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Sponsor-Backed Going Private Transactions
Research Methodology Weil surveyed 40 sponsor-backed going private transactions announced from January 1, 2012 through December 31, 2012 with a transaction value (i.e., enterprise value) of at least $100 million (excluding target companies that were real estate investment trusts). For United States transactions to be included in the survey, the transaction must have closed or […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Break fees, Go-shop, Going private, Private equity, Target firms
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Manager-Shareholder Alignment, Shareholder Dividend Tax Policy, and Corporate Tax Avoidance
In our paper, Manager-Shareholder Alignment, Shareholder Dividend Tax Policy, and Corporate Tax Avoidance, which was recently made publicly available on SSRN, we move away from equity compensation as a measure of manager-shareholder alignment and exploit a unique setting exogenous to the firm to assess the effect of manager-shareholder alignment on corporate tax avoidance. Our setting […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Cash flows, Dividends, Management, Shareholder value, Tax avoidance, Taxation
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U.S. Insider Trading Enforcement Goes Global
A recent inquiry into potential insider trading in Switzerland ahead of the acquisition of H.J. Heinz Company has drawn attention to the role of U.S. regulators in policing suspicious trading activities that take place outside of the United States. While the Heinz matter has attracted significant media attention, it is only the latest in a […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Cross-border transactions, Insider trading, Jurisdiction, SEC, Securities enforcement, Securities litigation, Whistleblowers
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SEC Publishes Proposed Rules Regarding Cross-Border Security-Based Swap Transactions
Yesterday the Securities and Exchange Commission (“SEC”) proposed rules and interpretive guidance regarding the application of the U.S. regulatory regime to cross-border security-based swap (“SBS”) transactions. The proposals also address the impact of cross-border SBS transactions on the registration obligations of security-based swap dealers (“SBSDs”), major security-based swap participants (“MSBSPs”), SBS clearing agencies, SBS execution […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Clearing houses, Cross-border transactions, Dodd-Frank Act, Financial regulation, International governance, SEC, Securities regulation, Swaps, Swaps entities
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Comparative Company Law: Case Based Approach
There has been an exponential growth in interest in comparative company law in recent years. For example, in the period from 2002 to 2011, no fewer than ten monographs or edited collections were published exploring this new field of enquiry. The burgeoning literature was mirrored by an increase in University Postgraduate courses or programs in […]
Click here to read the complete postMerely Cracking the Glass Ceiling is Not Enough
Throughout my tenure as an SEC Commissioner, I have spoken out repeatedly on the subject of diversity – and the benefits it can bring to our economy. I strongly believe in the importance of diversity and inclusion. I continue to be deeply concerned with the lack of significant progress in the recruitment, retention, and promotion […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Boards of Directors, Diversity, Management, Proxy disclosure, SEC
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Disclosure of Non-GAAP Financial Measures
Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results of operations or financial position or that are commonly used by investors to evaluate performance. A non-GAAP financial measure is a numerical measure of a company’s historical or future financial […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accounting, Compliance & ethics, Disclosure, Exchange Act, Financial reporting, GAAP, Public firms, Regulation G, Securities regulation
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