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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
Hype and Reality in the Dodd-Frank Whistleblower Rules
A lot of commentators, including many law firms, have recently issued dire warnings concerning the final whistleblower rules adopted by the SEC on May 25 pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act. Some of the more extreme observations have expressed fears that companies’ internal compliance programs will be undermined and have […]
Click here to read the complete postReflections on Dodd-Frank: A Look Back and a Look Forward
Editor’s Note: The following post comes to us from Lee A. Meyerson, a Partner who heads the M&A Group and Financial Institutions Practice at Simpson Thacher & Bartlett LLP, and is based on the introduction of a Simpson Thacher compendium, available here. This post is part of a series following the first anniversary of the […]
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Posted in Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Consumer protection, Dodd-Frank Act, Oversight, Resolution authority
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Accounting Conservatism, Going-Concern Horizon, and Earnings Informativeness
In the paper, Accounting Conservatism, Going-Concern Horizon, and Earnings Informativeness, which was recently made publicly available on SSRN, I examine how accounting conservatism shapes the relation between a firm’s going-concern status and the informativeness of its earnings for firm valuation. I extend earnings-persistence-based valuation theory to develop the study’s key insight that the difference between […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting standards, Bankruptcy, Earnings disclosure, Firm valuation
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Court Broadens Insider Trading Claims Under Delaware Law
Shareholders may state a derivative claim for insider trading without alleging injury to the company–so held the Delaware Supreme Court in an opinion it recently issued in Kahn v. Kolberg Kravis Roberts & Co., L.P., No. 436, 2010 (June 20, 2011) (“In re Primedia“). Following the In re Primedia decision, plaintiffs can be expected to […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, In re Primedia, Insider trading
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General Release — Handle with Caution
A recent decision by the highest court in New York highlights once again the broad finality of a general release given in a transactional context, even in cases where significant fraud is subsequently alleged. As we noted in a prior M&A Update, courts are reluctant to permit parties to circumvent the typically broad language of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Corporate fraud, Fiduciary duties, General releases
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One-Year Anniversary Dodd-Frank Rulemaking Progress Report
This posting, the Davis Polk Dodd-Frank Rulemaking Progress Report, is the fifth in a series of Davis Polk presentations that illustrate graphically the progress of the rulemaking work that has been done and is yet to occur under the Dodd-Frank Act. The Progress Report has been prepared using data from the Davis Polk Regulatory Tracker™, […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, SEC, SEC rulemaking
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The Deterrence Effects of SEC Enforcement and Class Action Litigation
In the paper, The Deterrence Effects of SEC Enforcement and Class Action Litigation, we study whether SEC enforcement actions are associated with significant change in behavior of peer firms towards greater compliance. As complete compliance is not feasible, a rational enforcement policy implies enforcement efforts that maximize deterrence. Maximum deterrence is also explicitly mandated in […]
Click here to read the complete postInside the Boardroom: Responding to a Negative Say on Pay Vote
When stockholders deliver a negative vote on say on pay, directors face the question whether to change corporate policy in response – even if their best business judgment tells them that existing compensation programs are well-designed and are working well. In fact, a negative vote on say on pay does not change the board’s fiduciary […]
Click here to read the complete postChange of Control Special Committee: Breathing Life into CNX
Notwithstanding the excellence of the Delaware judiciary, the multiple standards of review under Delaware law for reviewing the actions of a target’s directors involved in a merger or acquisition transaction are cumbersome, a source of needless litigation, and economically inefficient. In my paper Change of Control Special Committee: Breathing Life into CNX, recently made public […]
Click here to read the complete postD.C. Circuit Strikes Down Proxy Access Rules
In an opinion issued today in the challenge brought by the Business Roundtable and U.S. Chamber of Commerce to the SEC’s adoption of proxy access, the U.S. Court of Appeals for the D.C. Circuit vacated the entire proxy access regime as an “arbitrary and capricious” exercise of the SEC’s authority. The opinion, written by Judge […]
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Posted in Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Proxy access, SEC, U.S. federal courts
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