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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 Focuses on Representations in Agreements Filed with SEC
Summary The United States Court of Appeals for the Ninth Circuit recently rejected an issuer’s contention that a securities fraud complaint should be dismissed because the alleged misstatements were contained in an acquisition agreement attached as an exhibit to an Exchange Act report, instead of in the report itself. The court’s decision highlights the continuing […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Disclosure, Exchange Act, FCPA, U.S. federal courts
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E-Proxy Rules Take Effect for All Public Companies
I. E-Proxy Update In 2007, the Securities and Exchange Commission (the “SEC”) adopted rules providing for proxy materials (including the proxy statement, a proxy card, the “glossy” annual report and any other soliciting materials) to be made available to shareholders via a publicly accessible Internet website other than the SEC’s EDGAR website (the “E-Proxy Rules“).[1] […]
Click here to read the complete postDoes Delaware Compete?
I recently presented Does Delaware Compete? at the Law and Economics seminar here at Harvard Law School. The paper focuses on a long-standing academic inquiry into the nature of state-to-state competition for chartering revenues and the making of corporate law. While the existence of state competition has long been posited — with the controversy being […]
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Posted in Academic Research, Financial Regulation, HLS Research, Securities Regulation
Tagged Charter & bylaws, Delaware law, Delaware legislation, Federalism, General governance
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Reforming the Taxation and Regulation of Mutual Funds
I recently presented my paper Reforming the Taxation and Regulation of Mutual Funds: A Comparative Legal and Economic Analysis at the Law and Economics Seminar at Harvard Law School. The paper provides a comparison of US tax and securities law governing mutual funds with laws governing other collective investments, in both the US and in […]
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Posted in Academic Research, HLS Research, Securities Regulation
Tagged Europe, Mutual funds, Oversight, Securities litigation, Securities regulation, Taxation
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How to Fix One Root Cause of Our Economic Crises
The slow demise of the U.S. car industry over decades and the spectacular collapse of the U.S. financial system have a lot in common. Both implosions are the result of poor management: shortsighted incompetence in the car industry and reckless risk-taking in the financial sector. Where was the oversight? And what could be a better […]
Click here to read the complete postAgency Problems at Dual-Class Companies
In our paper Agency Problems at Dual-Class Companies, which was recently accepted for publication in the Journal of Finance, we use a sample of U.S. dual-class companies over the period 1994-2002 to examine how the divergence between insider voting rights and cash-flow rights affects managerial extraction of private benefits of control. Using both a ratio […]
Click here to read the complete postHedge Funds Settle “Short Swing” Profits Litigation
Editor’s Note: As part of the continuing confrontation between CSX Corporation and hedge funds holding CSX shares and equity swaps on CSX shares – and which earlier this year mounted a successful proxy fight, replacing four members of the CSX board of directors – the hedge funds have agreed to settle an action to recover […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Exchange Act s.16, Hedge funds, Securities litigation, U.S. federal courts
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2009 US Proxy Season
The 2009 US proxy season has its unofficial kickoff in the form of RiskMetric Group’s US Corporate Governance Policy Update, where the focus is again largely on executive compensation practices. The Policy Update includes voting recommendations on key issues such as “poor pay practices” and several major governance proposals, including separation of CEO and Chair […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged ISS, Proxy season, Shareholder activism
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Large Shareholders and Corporate Policies
In our paper, Large Shareholders and Corporate Policies, which was recently accepted for publication in the Review of Financial Studies, we investigate whether large shareholders play an important role for corporate policy choices and firm performance. We argue that one explanation for the lack of large-sample evidence of blockholder effects is that large shareholders differ […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research
Tagged Blockholders, Controlling shareholders, Firm performance
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A Theory of Firm Scope
I recently presented a new working paper co-written with Bengt Holmstrom at the Law, Economics and Organizations workshop entitled A Theory of Firm Scope. In the standard property rights model, parties write contracts that are ex ante incomplete but that can be completed ex post; the ability to exercise residual control rights improves the ex […]
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