Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation

Implications of the Incorporation Transparency Act

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, December 6, 2009

The Incorporation Transparency and Law Enforcement Assistance Act, introduced by Senators Levin, Grassley, and McCaskill and currently pending before the Senate Homeland Security Committee, is being sold as an anti-terrorism and anti-money laundering provision. The bill requires that states maintain an accurate and updated list of all beneficial owners of corporations and limited liability companies […]

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Posted in Academic Research, Legislative & Regulatory Developments | Tagged , | 1 Comment

SEC Brings First Regulation G Enforcement Action

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, December 5, 2009

The Securities and Exchange Commission recently filed its first civil enforcement action under Regulation G, alleging that a public company intentionally misclassified certain ordinary operating expenses as nonrecurring expenses in order to increase its earnings. SEC v. SafeNet, Inc., Litig. Rel. No. 21290 (Nov. 12, 2009). Regulation G provides that, if a public company discloses […]

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What Boards Should Be Doing Right Now

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, December 4, 2009

Public company boards have faced unprecedented challenges in recent years, and it appears that they will be subjected to new burdens over the coming months. Just as the failure of Penn Central in 1970 and the collapses of Enron and WorldCom earlier this decade led to fundamental changes in the U.S. corporate governance model, the […]

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SEC Proposes Additional Transparency for “Dark Pools”

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Thursday, December 3, 2009

Taking another step in its review of equity market structure issues, on November 13, 2009, the Securities and Exchange Commission (the “SEC”) released a proposal to increase the transparency of “dark pools” of liquidity (Exchange Act Release No. 60997 (November 13, 2009)). The term “dark pools” refers to non-exchange alternative trading systems (“ATSs”) that do […]

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The Value of Control in Emerging Markets

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Wednesday, December 2, 2009

Foreign acquisitions extend the boundaries of the firm across national borders. In the context of emerging markets, these boundaries are extended across countries with vast asymmetries in institutions and property rights protection. If developed-market firms can extend the benefits associated with superior institutions to their operations in emerging markets by acquiring control, the stock price […]

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Posted in Academic Research, Empirical Research, Mergers & Acquisitions | Tagged , | 1 Comment

Taming the Stock Option Game

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Tuesday, December 1, 2009

Executive compensation is now a central concern of company boards and government regulators. There is an aspect to this debate, however, that deserves greater scrutiny: the freedom of executives to pick the moment when they can cash out on their equity-based incentives. Standard pay arrangements give executives broad discretion over when they sell shares and […]

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CEO Equity Incentives and Accounting Irregularities

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Monday, November 30, 2009

In our forthcoming Journal of Accounting Research paper, Chief Executive Officer Equity Incentives and Accounting Irregularities, we examine the relationship between chief executive officer (CEO) equity incentives and accounting irregularities (e.g., restatements, Securities and Exchange Commission Accounting and Auditing Enforcement Releases, and shareholder class action lawsuits). Although equity holdings may alleviate certain agency problems between […]

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Reviewing the 2009 Proxy Season And Looking Ahead to 2010

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Sunday, November 29, 2009

Although 2009 was more notable for legislative and regulatory corporate governance initiatives than for shareholder activism, the recently concluded proxy season produced several potentially significant results. As might be expected, executive compensation issues attracted a large number of shareholder proposals and a significant degree of shareholder support. In the general category of corporate governance, a […]

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Deal Protection — One Size Does Not Fit All

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Saturday, November 28, 2009

As noticeable as it is for its size, the recent Berkshire Hathaway/Burlington Northern transaction is also conspicuous as an apparent example of the parties taking a thoughtful approach to the issue of deal protection in crafting a package of terms that could be viewed as “off-market” individually, but more middle-of-the-road when taken as a whole. […]

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Testimony Concerning the Discussion Draft of The Financial Stability Improvement Act

By Harvard Law School Forum on Corporate Governance and Financial Regulation | Published Friday, November 27, 2009

Editor’s Note: Elisse Walter is a Commissioner of the Securities and Exchange Commission. This post is the written copy of her testimony before the Committee on Agriculture, United States House of Representatives, omitting introductory and concluding remarks. The complete written testimony is available here. I am pleased to have the opportunity to testify concerning the […]

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