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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
Market Efficiency and Limits to Arbitrage: Evidence from the Volkswagen Short Squeeze
On October 26, 2008, Porsche announced a largely unexpected takeover plan for Volkswagen (VW). The resulting short squeeze in VW’s stock briefly made it the most valuable listed company in the world. In our paper, forthcoming in the Journal of Financial Economics, we argue that this was a manipulation designed to save Porsche from insolvency […]
Click here to read the complete postUptick in Clients Seeking to Discuss ESG Investing
ESG is a popular topic within the investment community. ISS Market Intelligence conducted interviews with 779 financial advisors between July 27th and August 11th, 2021 in order to learn more about advisor perception and behavior when it comes to ESG investing. All respondents are Series 6 and 7 licensed financial advisors or state/SEC-registered RIAs and make […]
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Posted in ESG, Institutional Investors, Practitioner Publications
Tagged Climate change, Environmental disclosure, ESG, Institutional Investors, Proxy advisors, Stakeholders
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Beyond “Market Transparency”: Investor Disclosure and Corporate Governance
The ability to identify a firm’s shareholders is essential to modern corporate governance practice. Corporate managers, activist hedge funds, shareholder proposal sponsors, and other market actors all use this information in their efforts to shape corporate action. This information—the identities of a company’s investors—seems elementary, if not downright primitive. In today’s world of algorithmic traders, […]
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Posted in Academic Research, Accounting & Disclosure, Securities Regulation
Tagged Disclosure, Information asymmetries, Information environment, Schedule 13F, Securities regulation, Transparency
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The FCA and SEC Annual Reports—A Statistical Comparison
Key Points The SEC and the FCA each publish annual reports on their enforcement actions. Whilst enforcement data only shows a snapshot of the regulators’ activities, there is much to be learned from these reports, particularly as it can help to identify trends, themes and priorities in the regulators’ approach to enforcement. As well as […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged FCA, International governance, SEC, SEC enforcement, Securities enforcement, UK
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Discharging the Discharge for Value Defense
For those seeking watershed moments in contemporary contract law, the area of corporate debt seems an unlikely target. Though gargantuan in size, debt markets have a storied reputation as a refuge for the risk averse—participants expecting stable payouts, low volatility, and few surprises. Nevertheless, corporate debt contracts are themselves notably lengthy and complex. When parlayed […]
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Posted in Academic Research, Court Cases, Empirical Research, Securities Litigation & Enforcement
Tagged Contracts, Debt, Debt contracts, Debtor-creditor law, Securities litigation
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Boeing’s MAX Woes Reach the Boardroom
In an important decision this week, the Delaware Court of Chancery permitted a Caremark duty-of-oversight claim to proceed against the directors of the Boeing Company. Stockholder plaintiffs sued Boeing’s board, seeking to recover costs and economic losses associated with the crash of two 737 MAX jetliners. The plaintiffs’ complaint alleged that the directors failed to […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Boeing, Caremark, Delaware cases, Delaware law, Derivative suits, Director liability, Liability standards, Risk oversight, Shareholder suits
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Boards Need to Become More Diverse. Here’s How to Do It
When the SEC approved Nasdaq’s new board diversity rules earlier this month, it was yet another sign that the time has come to open public company boardrooms to directors with a broader set of backgrounds, experiences, and identities. Now more than ever, diversity on corporate boards is a business imperative. Even when change is necessary, […]
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Posted in Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Board turnover, Boards of Directors, Director qualifications, Diversity, ESG
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SEC Continues to Scrutinize Earnings Management Through Its EPS Initiative
On August 24, 2021, the SEC announced a settled enforcement action against Pennsylvania-based Healthcare Services Group, Inc. (HCSG) and its former CFO for accounting and disclosure violations that resulted in the company reporting inflated earnings per share (EPS) that met research analysts’ consensus estimates for multiple quarters. The SEC also charged HCSG with failing to […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Earnings disclosure, Earnings management, Financial reporting, Risk, SEC, SEC enforcement, Securities enforcement
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