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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
U.S. Supreme Court Clarifies the Scope of Private Liability Under Rule 10b-5
On June 13, 2011, the U.S. Supreme Court concluded that Janus Capital Management (JCM) cannot be held liable in a private suit under the Securities and Exchange Commission’s Rule 10b-5 for drafting allegedly misleading prospectuses for the mutual funds it advises. Reversing a contrary decision by the Fourth Circuit, the Court held in Janus Capital […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Financial advisers, Janus Capital v. Traders, Rule 10b-5, Securities litigation, Supreme Court
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Information Disclosure and Corporate Governance
Corporate disclosure is widely seen as an unambiguous good. In our paper, Information Disclosure and Corporate Governance, forthcoming in the Journal of Finance, we show that this view is, at best, incomplete. Greater disclosure tends to raise executive compensation and can create additional or exacerbate existing agency problems. Hence, even ignoring the direct costs of […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Agency costs, Disclosure, Information environment, Small firms
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Holding Steady in an Active Market
Favorable market conditions appear to be producing a substantial increase in shareholder activism and hostile takeover activity this year. Led by pension funds and hedge funds, activist investors have been emboldened by recent changes in corporate governance. As boards of directors and management teams address demands by regulators as well as heightened attacks from shareholder […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Dodd-Frank Act, Hostile takeover, Say on pay, Shareholder activism, Takeover defenses
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New Insights into Calculating Securities Damages
My co-author, Atanu Saha, and I have recently posted three papers dealing with securities damage issues. The first paper, Forward-Casting 10b-5 Damages: A Comparison to Other Methods, discusses and critiques two commonly used methods for calculating securities fraud damages under Rule 10b-5: constant dollar back-casting and the allocation method. We also present the forward-casting method, […]
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Posted in Academic Research, Empirical Research, HLS Research, Securities Litigation & Enforcement
Tagged ERISA, Materiality, Rule 10b-5, Securities damages, Securities fraud
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Corporate Law Lessons from Ancient Rome
How did the Romans finance capital-intensive endeavors such as the erection of temples, the pavement of roads, or the trading of goods from foreign countries? This question has fascinated generations of classical readers and scholars. It is, however, also of interest to the corporate lawyer of today, because Ancient Rome helps us better understand the […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Private Equity
Tagged Ancient Rome, Capital markets, Public firms
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Does CEO Education Matter?
Selecting a new CEO is among the most delicate decisions a board of directors will ever face. The selection process is exposed to so many unknowns: personality, integrity, technical skills, and experience. Such intangibles are very hard to assess, let alone compare among candidates. In this evaluation, the education of a candidate may be one […]
Click here to read the complete postCriteria for an Independent Accounting Standard Setter
In 2008, the Council of Institutional Investors (Council) adopted a policy regarding the independence of international accounting and auditing standard setters. The Council’s policy supports the goal of convergence to a single set of high quality accounting standards designed to produce comparable, reliable, timely, transparent and understandable financial information that will meet the needs of […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Accounting standards, Council of Institutional Investors, Financial reporting, IASB, IFRS, SEC
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Qualifications and Evaluations of Directors and Boards
As part of a continuing study, on April 5 the European Commission issued a consultation green paper on corporate governance. It is a very thoughtful study. It covers many of the same issues that have been the subject of the corporate governance debate in the United States. Of special interest, and relevance to us, is […]
Click here to read the complete postUsing Bank Performance in 1998 to Explain Bank Performance During the Recent Financial Crisis
Rudiger Fahlenbrach, Robert Prilmeier and I have made available a paper on SSRN titled This Time Is the Same: Using Bank Performance in 1998 to Explain Bank Performance During the Recent Financial Crisis. In this paper, we show that banks that performed poorly during the Russian crisis of 1998 also performed poorly during the recent […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Empirical Research, Financial Crisis
Tagged Banks, Financial crisis, Leverage, Russia, Systemic risk
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The SEC’s First Deferred Prosecution Agreement
The SEC recently announced its first use of a deferred prosecution agreement, one of the initiatives announced in January 2010 (and discussed in our previous memo here) to encourage greater cooperation in enforcement investigations. See SEC Press Release. The announcement of this agreement with Tenaris S.A. follows the agency’s first non-prosecution agreement in December 2010 […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Non-prosecution agreement, SEC enforcement
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