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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
Court Reinstates Insider Trading Claim Against Mark Cuban
On September 21, 2010, in S.E.C. v. Cuban, 2010 WL 3633059, No. 09-10996 (5th Cir.), a federal appeals court vacated a lower court decision that had dismissed the SEC’s well-publicized insider trading lawsuit against Mark Cuban. The Fifth Circuit held that it was at least “plausible,” based on the SEC’s allegations, that Cuban had violated […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Insider trading, SEC, SEC v. Cuban, Willkie
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When is Disclosure of Adviser Conflicts Enough?
Investment advisers have a duty to disclose material conflicts of interest to clients. The more difficult question is: “how much disclosure is enough?” In a recent settled enforcement action, the SEC suggests that disclosure of material facts alone may not be sufficient, and that more explicit disclosure is needed when investment advice may result in […]
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Posted in Banking & Financial Institutions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Financial advisers, Form ADV, SEC
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Citizens United: Waking a Sleeping Giant
Editor’s Note: This post comes to us from Ciara Torres-Spelliscy, Counsel at the Brennan Center for Justice at NYU School of Law and Adjunct Professor of Constitutional Law at Rutgers University. A recent discussion paper issued by the Program, co-authored by Lucian Bebchuk and Robert Jackson Jr., discusses the corporate law rules that should govern […]
Click here to read the complete postDynamic Competition, Valuation, and Merger Activity
In the paper, Dynamic Competition, Valuation, and Merger Activity, recently made publicly available on SSRN, we present an estimable model in order to address several questions. First, how do product market dynamics impact firm valuation? Second, how do these dynamics impact M&A activity? Third, what are the value implications for rivals? In the context of […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Firm valuation
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Delaware Supreme Court Upholds Poison Pill in Versata
In Versata Enterprises Inc. v. Selectica, Inc., No. 193, 2010 (Del. Oct. 4, 2010), the Delaware Supreme Court addressed the validity of a shareholder rights plan, or “poison pill”, for the first time in a number of years. The court upheld the adoption of a poison pill with a 4.99% trigger designed to protect a […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, Delaware cases, Delaware law, NOLs, Poison pills, Selectica v. Versata
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The Partner-Manager: Some Thoughts on Bebchuk and Fried
In the forthcoming University of Pennsylvania Law Review paper The Partner-Manager: Some Thoughts on Bebchuk and Fried, which comments on Lucian Bebchuk and Jesse Fried, “Paying for Long-Term Performance” [U. Pa. L. Rev., Vol. 158, p. 1915-1959, 2010], I argue that this work, and their work on executive compensation more broadly, addresses the symptoms of […]
Click here to read the complete postCorporate Governance Structure and Mergers
In the paper Corporate Governance Structure and Mergers, which was recently made publicly available on SSRN, we examine the balance of control between top-tier managers and shareholders using data from bank mergers over the period 1990-2004. Several studies have investigated the role of independent outside directors at nonfinancial firms. Independent boards (with more than 50 […]
Click here to read the complete postCost Benefit Analysis of Pay Disparity Disclosure
As we previously discussed in our memorandum of August 2, the Dodd-Frank Act directs the SEC to amend the proxy rules to require disclosure of the ratio of the median annual total compensation of a company’s employees (excluding its chief executive officer) to the total annual compensation of its chief executive officer. For the sake […]
Click here to read the complete postThe Reliability of Preliminary Earnings Releases
In the paper, The Unintended Consequences of PCAOB Auditing Standards Nos. 2 and 3 on the Reliability of Preliminary Earnings Releases, forthcoming in the Journal of Accounting and Economics, we examine the trade-off that companies face in providing value relevant information on a timely basis through preliminary earnings announcements (PEAs) versus the potential loss of […]
Click here to read the complete postImproving Governance of Chapter 11 Debtors
The concept of a debtor in possession – that incumbent directors and managers can be made into statutory fiduciaries to reorganize a business that failed under their leadership – is an inspired idea. It is a uniquely American expression of trust and confidence, and it is consistent with the principles of fresh start and renewal […]
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