Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

The JOBS Act: An Investor Protection Disaster Waiting to Happen

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, March 26, 2012

Congress and the White House are turning a blind eye to the unintended consequences of the Jumpstart Our Business Startups Act (H.R. 3606) by insisting on placing election-year politics over protecting the needs of both small businesses and “Main Street” investors. The so-called JOBS Act is another example in a long history of good legislative […]

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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation | Tagged , , , , , | 2 Comments

Private Interaction Between Firm Management and Sell-Side Analysts

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, March 26, 2012

In the paper, Private Interaction Between Firm Management and Sell-Side Analysts, which was recently made publicly available on SSRN, I investigate private interaction between sell‐side analysts and senior management by examining a set of internal records compiled by a large‐cap NYSE traded firm. Thousands of hours of senior management time are consumed speaking with sell‐side […]

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Posted in Academic Research, Boards of Directors, Empirical Research, Securities Regulation | Tagged , , | Comments Off on Private Interaction Between Firm Management and Sell-Side Analysts

Investor Protection is Needed for True Capital Formation

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, March 25, 2012

Editor’s Note: Luis A. Aguilar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on a speech by Commissioner Aguilar; the full speech, including footnotes, is available here. The views expressed in the post are those of Commissioner Aguilar and do not necessarily reflect those of the Securities and Exchange […]

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Posted in Financial Regulation, Legislative & Regulatory Developments, Regulators Materials, Securities Regulation, Speeches & Testimony | Tagged , , , , , | 2 Comments

Top Concerns for Directors in 2012

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, March 24, 2012

The SEC enforcement agenda and whistleblower bounty program, CEO succession, executive compensation, and IT risk were among the issues on audit committee members’ minds as they met in December and January at three audit committee peer exchanges hosted by the PwC Center for Board Governance. The exchanges were part of the 2011 Year-end considerations for […]

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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Financial Regulation, Practitioner Publications | Tagged , , , , , , | 1 Comment

Harvard’s Shareholder Rights Project is Wrong

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, March 23, 2012

The Harvard Law School Shareholders Rights Project (SRP) recently issued joint press releases with five institutional investors, principally state and municipal pension funds, trumpeting SRP’s representation of and advice to these investors during the 2012 proxy season in submitting proposals to more than 80 S&P 500 companies with staggered boards, urging that their boards be […]

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Posted in Corporate Elections & Voting, HLS Research, Mergers & Acquisitions, Practitioner Publications | Tagged , | 4 Comments

Repealing Classified Boards in S&P 500 Companies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, March 22, 2012

The Harvard Law School Shareholder Rights Project (SRP) is a clinical program at Harvard Law School through which faculty, staff and students assist public pension funds and charitable organizations to improve corporate governance at publicly traded companies in which they are shareowners. Below are links to joint press releases issued earlier this week by the […]

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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications | Tagged , , , , , | Comments Off on Repealing Classified Boards in S&P 500 Companies

Greek Restructuring: Why Isn’t It (Yet) a Credit Event?

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, March 21, 2012

Recent developments arising out of the Greek sovereign debt crisis have required the ISDA Determinations Committee to determine whether a “Credit Event” has occurred under credit default swaps (“CDS”) referencing Greek sovereign debt. The Determinations Committee concluded on 1 March 2012 that a Credit Event has not yet occurred. We explain below why this is […]

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Posted in Derivatives, Financial Crisis, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , | 1 Comment

Detecting Deceptive Discussions in Conference Calls

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, March 21, 2012

Considerable accounting and finance research has attempted to identify whether reported financial statements have been manipulated by executives. Most of these classification models are developed using accounting and financial market explanatory variables. Despite extensive prior work, the ability of these models to identify accounting manipulations is modest. In the paper, Detecting Deceptive Discussions in Conference […]

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Posted in Academic Research, Accounting & Disclosure, Empirical Research | Tagged , , | 1 Comment

Delaware Court Reaffirms Revlon Duties and Fiduciary Duty of Disclosure

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, March 20, 2012

In its recent Micromet [1] preliminary injunction decision, the Delaware Chancery Court reaffirmed that (i) Revlon’s enhanced scrutiny is a reasonableness standard based on the particular circumstances of the target company and (ii) Delaware’s fiduciary duty of disclosure only requires that the information provided to shareholders for purposes of their vote on a merger be […]

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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications | Tagged , , , , , | Comments Off on Delaware Court Reaffirms Revlon Duties and Fiduciary Duty of Disclosure

UK Supreme Court on Protection of Client Monies

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, March 20, 2012

The Lehman Brothers International (Europe) (In Administration) (“LBIE”) client money litigation has generated significant interest. It deals with fundamental issues concerning the protections given by financial institutions to their clients. The decisions of the High Court and Court of Appeal on LBIE were keenly followed by the market. [1] Certain key points were appealed to […]

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Posted in Banking & Financial Institutions, Court Cases, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications | Tagged , , , , | Comments Off on UK Supreme Court on Protection of Client Monies
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