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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
New Liability Exposure for Intermediaries in Private Placements
The recent Supreme Court decision in Janus Capital Group, Inc. v. First Derivative Traders confirmed prior Court decisions regarding Rule 10b-5 of the Securities Exchange Act of 1934: Intermediaries in securities transactions could not be found liable for the issuer’s or seller’s violation of that rule. Fund managers and other intermediaries, such as broker-dealers, have […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Dodd-Frank Act, Exchange Act, Janus Capital v. Traders, Rule 10b-5, Secondary liability, Supreme Court
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Institutional Ownership and Conservatism
In our paper, Institutional Ownership and Conservatism, forthcoming in the Journal of Accounting and Economics as published by Elsevier, we examine the relation between institutional ownership and accounting conservatism. Ball (2001) and Watts (2003) propose that equity investors are an important source of demand for conservatism as a governance device. Recent empirical evidence supports this […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Institutional Investors
Tagged Accounting standards, Institutional Investors, Institutional monitoring
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The Challenges of Implementing the Dodd-Frank Act
Editor’s Note: Kathleen L. Casey is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Casey’s recent remarks before the Forum for Corporate Directors, which are available here. The views expressed in the post are those of Commissioner Casey and do not necessarily reflect those of the Securities and […]
Click here to read the complete postWhat Now For Proxy Access?
With the United States Court of Appeals for the District of Columbia Circuit having struck down Rule 14a-11 in Business Roundtable et al v. Securities and Exchange Commission (No. 10-1305, July 22, 2011), the question is where does proxy access now stand and what can now be expected? The Court overturned the SEC’s attempt to […]
Click here to read the complete postCSX Decision Narrows Definition of Section 13(d) Groups
I think that for most activist shareholders the most significant takeaway from the Second Circuit’s CSX opinion is not about swap contracts. More important is that it reduces the fear that mere communication between like-minded shareholders can subject them to a lawsuit alleging that they formed an undisclosed 13d group. The Court significantly narrowed the […]
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Posted in Accounting & Disclosure, Court Cases, Op-Eds & Opinions, Practitioner Publications, Securities Regulation
Tagged Bulldog Investors, CSX Corp. v. Children's Fund, Schedule 13D, U.S. federal courts
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Shelf-Eligibility Requirements for Asset-Backed Securities
Editor’s Note: Mary Schapiro is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Schapiro’s opening statement at a recent open meeting of the SEC, which is available here. The views expressed in the post are those of Chairman Schapiro and do not necessarily reflect those of the Securities and […]
Click here to read the complete postCorporate Governance Reforms and Cross-Border Acquisitions
In our paper, Corporate Governance Reforms and Cross-Border Acquisitions, which was recently made publicly available on SSRN, we investigate how investor protection 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 to […]
Click here to read the complete postSEC Adopts Large Trader Reporting Requirements
On July 26, 2011, the SEC adopted Rule 13h-1 under the Securities Exchange Act of 1934 to require large trader registration and reporting. [1] The rule requires persons who directly or indirectly exercise investment discretion and purchase or sell more than a specified amount of U.S.-listed stocks and options through a registered broker-dealer to register […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Large traders, Reporting regulation, Rule 13h-1, SEC
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Moderate Decrease in Federal Securities Fraud Class Action Filings in First Half of 2011
Federal securities class action activity decreased in the first six months of 2011, according to Securities Class Action Filings—2011 Mid-Year Assessment, a semiannual report prepared by the Stanford Law School Securities Class Action Clearinghouse in cooperation with Cornerstone Research. A total of 94 federal securities fraud class actions were filed in the first half of […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Class actions, Securities fraud
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