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HLS Faculty & Senior Fellows
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
The New Wave of Proxy Disclosure Litigation
The say-on-pay advisory vote requirements of the Dodd-Frank Act of 2010 have turned out to be a fertile source of nuisance litigation filed by aggressive plaintiffs’ lawyers. The first wave of lawsuits generally consisted of after-the-fact actions targeting companies that experienced failed say-on-pay advisory votes. These initial cases, which appeared primarily to be attempts to […]
Click here to read the complete post2012 Year-End Securities Litigation Update
2012 proved to be a mixed year for defendants in securities litigation, with several open questions and rare causes for optimism. The raw statistics show a steady stream of new filings, increasing median settlement amounts, and relatively low dismissal rates for existing cases. The Supreme Court will decide an important case this coming term on […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Janus Capital v. Traders, Merger litigation, Morrison v. National Australia Bank Ltd., Securities litigation, Supreme Court
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The Best-Laid Plans of 10b5-1
In the world of insider trading, Rule 10b5-1 plans are a blessing and a curse: a blessing, because they enable executives to diversify their company holdings in a stable, law-abiding manner; a curse, because they tempt cheaters into hiding their malfeasance in a cloak of invisibility. For years, 10b5-1 plans received little scrutiny. In private […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Insider trading, Rule 10b-5-1, SEC, Securities regulation
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The Bar Is Rising on Sustainability Leadership
Major companies across industrial sectors are putting more effort and investment into demonstrating good corporate citizenship on environmental, social, and related governance factors. However, research shows that it may be getting harder for companies to gain recognition for doing so. Last year, Brandlogic and CRD Analytics prepared the 2012 Sustainability Leadership Report: Measuring Perception vs. […]
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Posted in Corporate Social Responsibility, Practitioner Publications
Tagged Brandlogic Corp, Corporate Social Responsibility, Sustainability, The Conference Board
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Taxing Bigness
The graduated corporate rate structure was publicly promoted as a tax on “bigness” when President Franklin D. Roosevelt first introduced it in 1935. In proposing the graduated rates, Roosevelt explained “[t]he advantages and the protections conferred upon corporations by Government increase in value as the size of the corporation increases . . . it seems […]
Click here to read the complete postRecent Developments in Executive Compensation Litigation
I. Introduction In the current environment and in the wake of Dodd-Frank (and, before that, TARP) mandated rules requiring shareholder advisory votes on executive compensation, shareholder-plaintiffs have more aggressively challenged executive compensation decisions. In recent months, an active plaintiffs’ bar has filed a series of cases, which generally fall into three broad categories: “say-on-pay” litigation; […]
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Posted in Court Cases, Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Proxy disclosure, Say on pay, Shareholder suits, Taxation
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Rule 10b5-1 Plans: What You Need to Know
Rule 10b5-1 plans are back in the news. These plans are widely used by officers and directors of public companies to sell stock according to the parameters of the affirmative defense to illegal insider trading available under Rule 10b5-1, which was adopted by the SEC in 2000. Several recent Wall Street Journal articles suggest that […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Insider trading, Rule 10b-5-1, SEC, Securities regulation
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Benefit-Cost Analysis for Financial Regulation
In the past few years, several important financial regulations have been struck down by the D.C. Circuit Court of Appeals because the regulatory agency failed to prove that the benefits of those regulations exceeded the costs. There is no current explicit legal requirement for financial agencies to conduct cost-benefit analyses, but given vagaries in the […]
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Posted in Academic Research, Financial Regulation
Tagged Cost-benefit analysis, Financial regulation
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Mergers and Acquisitions — 2013
As we enter 2013, a number of signs – including the strong finish to 2012, macroeconomic factors that appear to be reducing business uncertainty, and intensifying competition in many critical sectors – provide cause for optimism that the breadth and depth of M&A activity will be significantly greater in the coming year than in 2012. […]
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Posted in Mergers & Acquisitions, Practitioner Publications
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2012 Top General Counsel Compensation Report
Companies face a growing number of legal challenges, from patent wars to increased regulation from bills like Dodd-Frank to highly scrutinized mergers and acquisitions. With all these challenges the services of General Counsels cannot be undervalued in today’s economic climate. The General Counsel’s role has grown in dimension as companies have an increasing need for […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Compensation disclosure, Equilar, General counsel
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