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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
Second Circuit Orders Argentina to Submit a Payment Proposal
The Second Circuit has ordered Argentina to submit a payment proposal, following oral argument in the NML v. Argentina appeal. As we reported in a February 28 note, the three-judge panel of the Second Circuit expressed interest in whether an alternative Ratable Payment formula might be appropriate – one that would provide for equitable payments […]
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Posted in Banking & Financial Institutions, Court Cases, Practitioner Publications
Tagged Argentina, Bondholders, NML Capital v. Bank of Argentina, U.S. federal courts
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SEC Expands Probe into Rule 10b5-1 Plans
Recent press stories have revived speculation that corporate insiders may be abusing rule 10b5-1 trading plans to reap unfair profits from inside knowledge of their companies. [1] The SEC is reported to have expanded its probe beyond trades highlighted by the press to cover a larger range of executive trading activity. [2] Other regulators have […]
Click here to read the complete postCorporate Law and Economic Stagnation
The book, “Corporate Law and Economic Stagnation: How Shareholder Value and Short-termism Contribute to the Decline of the Western Economies” (Eleven International Publishers, 2013), introduces three hypotheses that put corporate law on the map of the causes of the current economic crisis and introduces a normative legal concept, “Long Governance” that can help take the […]
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Posted in Academic Research, Financial Crisis, International Corporate Governance & Regulation
Tagged Corporate governance, Financial crisis, International governance, Shareholder value
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Court Issues FCPA Rulings Regarding Foreign Business Executives
In the past two weeks, Judges Richard J. Sullivan and Shira A. Scheindlin of the United States District Court for the Southern District of New York separately issued important rulings in civil Foreign Corrupt Practices Act (“FCPA”) cases against foreign executives of non-U.S.-based companies whose stock is traded on a U.S. stock exchange. Their rulings […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged FCPA, International governance, SEC, SEC enforcement, U.S. federal courts
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Anti-Terrorism Act Liability for Financial Institutions
The past decade has seen a surge in the number of cases brought against financial institutions and other major corporations under the Anti-Terrorism Act, 18 U.S.C. § 2331 et seq. (“ATA”). Plaintiffs alleging injuries by acts of international terrorism have sought to recover treble damages for their injuries from financial institutions on the theory that […]
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Posted in Banking & Financial Institutions, Court Cases, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Financial institutions, International governance, Liability standards, U.S. federal courts
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Debunking Myths about Activist Investors
Activist investing has become quite the rage in the equity marketplace. Activist investors are proliferating, and there is a marked inflow of new capital to this asset class. The discipline of activist investing is popping up in more conversations about the nature and role of equity investors. As a result, it is occupying the thoughts, […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Shareholder activism
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Delaware Court Raises Bar for Use of “Poison Put” Provisions
In a recent case that arose in the context of a consent solicitation seeking a change of control of a public company, the Delaware Court of Chancery found the target board in breach of its fiduciary duties for not approving a dissident slate for the purposes of preventing a change-of-control-triggered put right in the company’s […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Boards of Directors, Change in control, Debt contracts, Delaware cases, Delaware law, Shareholder voting, Solicitation
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Bias and Efficiency: Comparison of Analyst Forecasts and Management Forecasts
In our paper, Bias and Efficiency: A Comparison of Analyst Forecasts and Management Forecasts, we compare the forecast characteristics of analyst forecasts and management forecasts. Frequently, analysts and managers provide similar type of information to investors, namely forecasts. Since managers and analysts have different incentives and different information sets, we empirically test whether those differences […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Analysts, Efficiency, Forecasting, Management
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Substantial 2013 Results Already Produced by SRP and SRP-Represented Investors
Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is the SRP’s Counsel. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded […]
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Posted in Corporate Elections & Voting, Institutional Investors, Program News & Events
Tagged Classified boards, Florida SBA, Institutional Investors, Los Angeles County Employees Retirement Association, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, PRIM, School Employees Retirement System of Ohio, Shareholder proposals, Shareholder Rights Project, Staggered boards
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