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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
Board Evolution: Progress Made, Yet Challenges Persist
Corporate directors have adjusted to significant changes in the governance environment during the last year. On the regulatory front, the Securities and Exchange Commission (SEC) continues to implement new rules stemming from the Dodd-Frank Act, causing companies to rethink and react. The voice of shareholders has never been louder, pressuring companies to adopt structural governance […]
Click here to read the complete postCherry Picking in Cross-Border Acquisitions
In the paper, Cherry Picking in Cross-Border Acquisitions, my co-author (Yao Lu of Tsinghua University) and I investigate how investor protection (IP) affects the allocation of foreign capital inflows at the firm level. A simple model provides an explanation for a well documented but little understood phenomenon on international capital flows—the tendency of foreign investors […]
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Posted in Academic Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Acquisitions, Cross-border transactions, Emerging markets, International governance, Investor protection
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California Court Acknowledges “Quasi-California Corporation” Decision
Companies incorporated outside of California but with significant California contacts (so-called “quasi-California corporations”) have struggled with exactly how to comply with the long-arm statute found in Section 2115 of the California Corporations Code. The statute purports to impose a number of provisions of the California Corporations Code on quasi-California corporations, including the state’s requirement to […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged California, Incorporations, Internal control
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Does the Revolving Door Affect the SEC’s Enforcement Outcomes?
In the paper, Does the Revolving Door Affect the SEC’s Enforcement Outcomes?, which was recently made publicly available on SSRN, my co-authors (Ed DeHaan of the University of Washington, Kevin Koh of Nanyang Technological University, and Shivaram Rajgopal of Emory University) and I examine whether revolving doors are associated with compromised regulatory oversight by the […]
Click here to read the complete postSecond Circuit Opinion on Class Actions Under the Securities Act
On September 6, 2012, the United States Court of Appeals for the Second Circuit issued an important decision in NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co., 11-02762-cv (Sept 6, 2012) (“NECA-IBEW”), vacating in part the dismissal of a putative class action brought under §§ 11, 12(a)(2) and 15 of the Securities Act […]
Click here to read the complete postA Framework for Board Oversight of Enterprise Risk
Introduction In the aftermath of financial crises and a global recession, board oversight of enterprise risk continues to be a topical issue for board deliberation. The re-examination of the board’s role in the oversight of enterprise-wide risk has not been limited to investors or boards asking what could have been done to better understand and […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, CICA, Management, Oversight, Risk management
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Innovation, “Pure Information,” and the SEC Disclosure Paradigm
My article, Too Complex to Depict? Innovation, ‘Pure Information,’ and the SEC Disclosure Paradigm, published in June in the 2012 symposium issue of the Texas Law Review, offers a new conceptualization of the SEC disclosure paradigm that has been in place since the Depression, shows how that paradigm has been undermined by the modern process […]
Click here to read the complete postSEC Division of Trading and Markets Issues Guidance on JOBS Act
On August 22, 2012, the SEC Division of Trading and Markets (the “Staff”) published answers to 14 frequently asked questions (“FAQs”) relating to certain provisions of Title I of the Jumpstart Our Business Startups Act, signed into law on April 5, 2012 (the “JOBS Act”), affecting research analyst and investment banking personnel conduct in connection […]
Click here to read the complete postDual Class Share Structures: The Next Campaign
The arguments over the merits of dual class share structures have been heating up of late. The issue has resurfaced as institutional investors have complained about the increasing number of IPO companies (Facebook, Groupon, Zynga being the most notable) who have gone public as dual class stock companies limiting the rights and influence of shareholders […]
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