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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
A Few Observations in the Private Fund Space
I have had the great pleasure over the last year or so to work with Dana [Fleischman, Chair of the Trading and Markets Subcommittee] and other members of the Trading and Markets Subcommittee and other ABA groups on a number of initiatives surrounding one broad and oftentimes tricky question: when is a person required to […]
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Posted in Practitioner Publications, Private Equity, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Private equity, Private funds, Registration exemptions, Rule 15a-6, SEC, Securities regulation
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SEC Issues SOX 402 Guidance
The SEC staff for the first time issued interpretive guidance regarding Section 402 of the Sarbanes-Oxley Act of 2002 (SOX). To date, in the absence of authoritative guidance, issuers have largely steered clear of activities arguably within the ambit of SOX 402’s prohibition on personal loans to officers and directors. The staff’s new letter provides a […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation regulation, Equity-based compensation, Management, SEC, Securities Act, SOX
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Judicial Review and Gains of Minority Shareholders in Freeze-Out Transactions
Freeze-outs have been subject to different standards of judicial review in Delaware since 2001, when the Delaware Chancery Court, in In re Siliconix Inc. Shareholders Litigation, Civ. A. No. 18700, 2001 WL 716787 (Del. June 19, 2001), introduced a distinction based on the form in which the transaction is executed. In particular, in Siliconix, the […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions
Tagged Delaware cases, Delaware law, Freezeouts, Minority shareholders, Tender offer
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Dealmaking in a Distressed Environment
The topic of this outline is mergers and acquisitions where the target company is “distressed.” Distress for these purposes generally means that a company is having difficulty dealing with its liabilities—whether in making required payments on borrowed money, obtaining or paying down trade credit, addressing debt covenant breaches, or raising additional debt to address funding […]
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Posted in Bankruptcy & Financial Distress, Mergers & Acquisitions, Practitioner Publications
Tagged Debt, Distressed companies, Target firms
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Sustainability in the Boardroom: A 2013 Update
In a Director Note recently published, The Conference Board assesses how and to what extent social and environmental issues are integrated into the strategic agenda of the board of directors of U.S. public companies. The report is based on findings from a survey of 359 SEC-registered business corporations conducted by The Conference Board in collaboration […]
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Posted in Boards of Directors, Corporate Social Responsibility, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Public firms, Sustainability, The Conference Board
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Fighting on Behalf of Investors Despite Efforts to Weaken Protections
Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Aguilar’s remarks at the North American Securities Administrators Association’s Annual NASAA/SEC 19(d) Conference; the full text, including footnotes, is available here. The views expressed in the post are those of Commissioner Aguilar and do […]
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Posted in Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Arbitration, Dodd-Frank Act, Investor protection, NASAA, Private enforcement, Regulators, Rule 506, SEC, Securities enforcement, Securities regulation
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How to Use Social Media for Regulation FD Compliance
Regulation FD, adopted by the SEC in 2000, prohibits “selective disclosure” by requiring public companies to disclose material information through broadly accessible channels. Thirteen years ago, this meant EDGAR filings, press releases and quarterly earnings calls. The SEC recently issued a report of investigation under Section 21(a) of the Securities Exchange Act of 1934 regarding […]
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Last week, the European Commission announced proposed amendments to the notification forms that companies must complete to report mergers subject to antitrust review in the EU, with the stated intention of reducing burdens on filing parties. If adopted, the proposed changes would reduce the amount of information parties must provide in transactions that are unlikely […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Antitrust, EU, European Commission, Filings, International governance
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Adoptive Expectations: Rising Sons in Japanese Family Firms
In our paper, Adoptive Expectations: Rising Sons in Japanese Family Firms, forthcoming in the Journal of Financial Economics, we examine a 40-year postwar panel of listed companies in Japan. In developed economies, inherited control is linked to poor firm performance (Morck, Stangeland, and Yeung, 2000; Smith and Amoako-Adu, 2005; Bertrand and Schoar 2006; Perez-Gonzalez, 2006; […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged Corporate governance, Firm performance, Japan, Management
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Responding to Objections to Shining Light on Corporate Political Spending (3): The Claim that Political Spending is Good for Shareholders
The SEC is expected to consider a rulemaking petition requesting that the SEC develop rules requiring that public companies disclose their spending on politics. The petition has received significant support—including nearly half a million comment letters urging the SEC to act as advocated by the petition—but has also attracted opponents. In our article Shining Light […]
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