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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 Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Derivatives Trading and Negative Voting
Securities regulators, practitioners, and legal commentators worry that derivatives may provide shareholders and creditors incentives to destroy value in their corporation (references here). The basic concern is that if shareholders or creditors own a sufficient amount of off-setting derivatives such as put options or credit default swaps (CDS), any losses on their shares or debt […]
Click here to read the complete postA Spatial Representation of Delaware-Washington Interaction in Corporate Lawmaking
Last month, the Columbia Business Law Review published “A Spatial Representation of Delaware-Washington Interaction in Corporate Lawmaking.” In this brief paper, I examine interaction between Delaware and Washington in corporate lawmaking, focusing on the shareholder access initiatives in each jurisdiction. The paper uses a straight-forward spatial model of the state-federal interaction, paralleling spatial models that […]
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Posted in Academic Research, Corporate Elections & Voting, HLS Research, Legislative & Regulatory Developments
Tagged Delaware law, Delaware legislation, Federalism, Jurisdiction, Shareholder voting, State law
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Working to Achieve the American Dream
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 to the Hispanic Bar Association of the District of Columbia (HBA-DC). The views expressed in this post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and […]
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Posted in Corporate Social Responsibility, Speeches & Testimony
Tagged Diversity, Investor protection, SEC
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PCAOB: Protecting Investors and the Public Interest
Editor’s Note: The following post comes to us from Jeanette M. Franzel, board member of the Public Company Accounting Oversight Board. This post is based on Ms. Franzel’s keynote address at the American Law Institute-Continuing Legal Education Group (ALI-CLE) conference on accountant’s liability. The views expressed in this post are those of Ms. Franzel and […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Speeches & Testimony
Tagged Audits, Broker-dealers, Financial reporting, International governance, Investor protection, PCAOB, Public firms, Public interest
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Financial vs Strategic Buyers
In our recent HBS working paper, Financial vs. Strategic Buyers, we highlight and then set out to explain the oscillating pattern of financial vs. strategic acquirers within overall merger activity. Mergers and Acquisitions occur in great waves of activity with recent troughs, for example, of only a few thousand deals in 2003 and peaks of […]
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Posted in Academic Research, Mergers & Acquisitions, Private Equity
Tagged Private equity, Strategic buyers
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Shining Light on Corporate Political Spending
In our new paper, Shining Light on Corporate Political Spending, we put forward a comprehensive, empirically-grounded case for SEC rules requiring public companies to disclose their political spending. We provide empirical evidence on the need for such rules and respond to the full range of objections that have been raised to mandatory disclosure in this […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research, HLS Research
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, Shining Light on Corporate Political Spending, Transparency
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Tying Non-Competes to Sale of Business: California Appellate Court Decision
On August 24, 2012, in the case of Fillpoint, LLC v. Maas, a California appellate court issued an opinion reinforcing both California’s general public policy against covenants not to compete and the important exceptions to that rule. While California Business and Professions Code § 16600 generally declares void any covenant that restrains an individual from […]
Click here to read the complete postCanadian Court Addresses Continuing Use of Empty-Voting Tactics
Activist investors continue to aggressively exploit a variety of techniques — including hedging, securities borrowing, total return swaps and other contractual arrangements — to avoid public disclosure of their investments and to obtain governance rights out of proportion with their economic stakes. We have long warned against these abuses, which are not confined to the […]
Click here to read the complete postEfficient Markets and the Law: Predictable Past and Uncertain Future
My article, Efficient Markets and the Law: A Predictable Past and an Uncertain Future (forthcoming in the Annual Review of Financial Economics (vol. 4, 2012)), analyzes the diverse situations in which the efficient-market hypothesis (EMH) has influenced — or has failed to influence — federal securities regulation and state corporate law, and the prospective roles […]
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Posted in Academic Research, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Disclosure, Efficiency, Financial crisis, Financial regulation, SEC, Securities regulation, State law
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