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HLS Faculty & Senior Fellows
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
June 2011 Dodd-Frank Rulemaking Progress Report
This posting, the Davis Polk Dodd-Frank Rulemaking Progress Report, is the third 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
Tagged Dodd-Frank Act, Financial regulation
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Strine Nominated for Chancellor
The HLS Forum was pleased to learn that Vice Chancellor Leo Strine, Jr., a Senior Fellow of the Harvard Law School Program on Corporate Governance, has been nominated for the position of Chancellor of the Delaware Chancery Court. Vice Chancellor Strine is the author of many important and influential decisions, as well as numerous insightful […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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The Role of Earnings Guidance in Resolving Sentiment-driven Overvaluation
In our paper, The Party’s Over: The Role of Earnings Guidance in Resolving Sentiment-driven Overvaluation, which was recently made publicly available on SSRN, we show that an important link between investor sentiment and firm overvaluation is optimistic earnings expectations, and that management earnings guidance aids in resolving sentiment-driven overvaluation. Understanding the underlying process linking investor […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Earnings disclosure, Earnings management, Efficiency, Firm valuation
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Clawbacks Under Dodd-Frank and Other Federal Statutes
As used in this post, “clawback” means a repayment of previously received compensation required to be made by an executive to his or her employer. Three federal statutes that provide for clawbacks are discussed in this post. They are: 1. Sarbanes-Oxley Act of 2002 (SOA) §304; 15 U.S.C. §7243(a); 2. Emergency Economic Stabilization Act of […]
Click here to read the complete postSupreme Court Holds “Loss Causation” Not a Prerequisite to Class Certification in Fraud Cases
In Erica P. John Fund Inc. v. Halliburton Co., No. 09-1403 (June 6, 2011), the Supreme Court of the United States decided that in seeking class certification, a plaintiff in an action under the federal securities laws is not required to prove facts demonstrating loss causation. [1] In so holding, the Supreme Court rejected a […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Corporate fraud, Erica John Fund v. Halliburton, Halliburton, Loss causation, Supreme Court
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Preventing the Next Financial Crisis
We have weathered the worst of the financial crisis of 2008-9. Time for renewed optimism? Unfortunately not. The next financial crisis is already programmed. It’s somewhat like an earthquake in Southern California. We cannot predict exactly when it will happen, but we know that it will. Yet unlike earthquakes, financial crises are man-made. They need […]
Click here to read the complete postSelectica Resets the Trigger on the Poison Pill
In our forthcoming Indiana Law Journal paper, Selectica Resets the Trigger on the Poison Pill: Where Should the Delaware Courts Go Next?, we discuss a novel form of rights plan that has recently been developed (the NOL rights plan), which has a 5% trigger level that is particularly onerous for hostile bidders. The legitimacy of […]
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Posted in Academic Research, Court Cases, Mergers & Acquisitions
Tagged Delaware articles, Delaware cases, Delaware law, NOLs, Poison pills, Proxy contests, Selectica v. Versata, Takeovers
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Federal District Court Rebuffs Mutual Fund’s Prospectus Liability
In a decision that could sharply curtail the potential liability of mutual funds and their advisers and directors for non-fraudulent prospectus misrepresentations, on March 31, 2011, the U.S. District Court for the Southern District of New York dismissed a putative class action arising out of the precipitous decline in the share price of a mutual […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged David Geffen, Dechert, Loss causation, Mutual funds, Securities Act, Securities litigation, U.S. federal courts, Yu v. State Street
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Regulators Propose Swap Margin and Capital Rules
On April 12, 2011, the U.S. banking regulators proposed rules regarding the capital and margin requirements applicable to uncleared swaps. In general, the proposed rules would not impose new capital requirements on bank swap entities. However, the proposed rules would require bank swap entities to collect initial and variation margin from counterparties, including, in some […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Capital requirements, CFTC, Dodd-Frank Act, Margin requirements, Swaps
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Harvard Faculty and Fellows Contribute Most of the Top Ten Corporate and Securities Law Articles of 2010
This year’s list of the Ten Best Corporate and Securities Articles, selected by an annual poll of corporate and securities law academics includes six articles authored or co-authored by six Harvard Law faculty and fellows. The top ten articles were selected from a field of 440 pieces, and the selected articles will be reprinted in […]
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