Harvard Corporate Governance

FEBRUARY 18, 2025

Today, the Staff in the Division of Corporation Finance at the Securities and Exchange Commission published one new and one revised Compliance and Disclosure Interpretation (C&DI) under Regulation 13D-G. This post is based on a Sullivan & Cromwell memorandum by Ms. Dreisiger, Mr. Hearn, Ms. Rodgin Cohen , Robert W.

Corporate Finance 111

Corporate Finance Compliance Finance 111

Harvard Corporate Governance

AUGUST 8, 2024

In The Credit Markets Go Dark , we describe how private credit funds are reshaping corporate governance and corporate finance and offer new data capturing its meteoric rise. trillion in 2023.

Marketability 236

Marketability Corporate Finance Equity Finance 236

Harvard Corporate Governance

JULY 13, 2024

The SEC’s Director of Corporation Finance, Erik Gerding, recently issued two statements regarding a public company’s disclosure obligations in response to a cybersecurity incident. Kurt von Moltke are Partners at Jenner & Block LLP. This post is based on a Jenner & Block memorandum by Ms.

Corporate Finance 247

Corporate Finance Finance 247

Harvard Corporate Governance

MARCH 3, 2023

Assess the Impact of SEC Staff Comments The staff of the Disclosure Review Program (DRP) in the SEC’s Division of Corporation Finance has remained quite active. This post is based on their Skadden memorandum. 1] This uptick in comment letters reversed the downward trend of recent years.

Corporate Finance 223

Corporate Finance Finance 223

Harvard Corporate Governance

JANUARY 22, 2025

There is an extensive body of studies that documents that corporate insiders with access to insider information are able to earn abnormal returns by trading their firms shares. This post is based on their recent paper.

Data Analysis 111

Data Analysis Corporate Finance Finance Marketability 111

Harvard Corporate Governance

JULY 20, 2022

With Staff Legal Bulletin 14L, the SEC Division of Corporation Finance Staff realigned its approach for determining whether a proposal relates to “ordinary business” with a previous standard providing an exception for certain proposals raising significant social policy issues.

Corporate Finance 210

Corporate Finance Finance 210

Harvard Corporate Governance

FEBRUARY 2, 2024

This post is based on their working paper.

Corporate Finance 284

Corporate Finance Finance Equity Marketability 284

Accountancy Today

FEBRUARY 20, 2025

The FRP Corporate Finance debt advisory team has supported pan-European specialist pharmaceutical business, Kelso Pharma (Kelso), on its acquisition of Alturix, a UK pharmaceutical company specialising in developing and commercialising originator and niche branded generics.

Corporate Finance 52

Corporate Finance Finance Equity Marketability 52

Harvard Corporate Governance

JULY 29, 2024

Posted by Michael Eisenband, FTI Consulting, on Monday, July 29, 2024 Editor's Note: Michael Eisenband is Global Co-Leader of Corporate Finance & Restructuring at FTI Consulting. This post is based on his FTI Consulting memorandum.

Marketability 251

Marketability Corporate Finance Finance Equity 251

Harvard Corporate Governance

JANUARY 30, 2023

Mayer Chair Professor of Finance at the University of Maryland; and Chester Spatt is Pamela R. and Kenneth B.

Corporate Finance 201

Corporate Finance Finance Marketability 201

Harvard Corporate Governance

MARCH 13, 2024

Posted by Jillian Grennan (UC Berkeley), on Wednesday, March 13, 2024 Editor's Note: Jillian Grennan is an Associate Adjunct Professor of Finance and Sustainability at the University of California, Berkeley Haas School of Business. Harvey , and Shivaram Rajgopal.

Intangible Assets 207

Intangible Assets Corporate Finance Finance Firm Value 207

Harvard Corporate Governance

MAY 16, 2023

This “meme surge” phenomenon, particularly the dramatic shift in shareholder base away from institutional ownership, presents a unique opportunity for analysts and scholars to (re)evaluate the current understanding of corporate finance and governance.

Corporate Finance 263

Corporate Finance Finance Technology Marketability 263

Harvard Corporate Governance

AUGUST 22, 2022

This proxy season, companies saw more shareholder proposals than in the past, a change that has been widely attributed to actions by the SEC and its Division of Corporation Finance that had the effect of making exclusion of shareholder proposals—particularly proposals related to environmental and social issues—more of a challenge for companies.

Corporate Finance 201

Corporate Finance Finance 201

Harvard Corporate Governance

APRIL 30, 2022

Among other actions, during February 2021, shortly after taking office, then-Acting Chair Allison Herren Lee issued a statement directing the SEC’s Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings.

Corporate Finance 271

Corporate Finance Compliance Finance Marketability 271

Harvard Corporate Governance

JULY 8, 2023

Following a tumultuous 2022 shareholder proposal no-action letter season, the 2023 season contained fewer surprises from the Staff of the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC).

Corporate Finance 218

Corporate Finance Finance 218

Harvard Corporate Governance

JUNE 27, 2023

It is no exaggeration to say that over its roughly forty-year history, private equity has revolutionized both corporate finance and corporate governance. This post is based on their article, forthcoming in the Washington University Law Review.

Corporate Finance 225

Corporate Finance Finance Equity Marketability 225

Harvard Corporate Governance

OCTOBER 11, 2022

With the accelerating transition away from fossil fuels, awareness of the role of minerals critical to the production of clean energy (including cobalt, copper, lithium, nickel, and rare earth elements) has increased.

Corporate Finance 275

Corporate Finance Finance Marketability Technology 275

Harvard Corporate Governance

JUNE 29, 2022

Professor of Law and Economics at Harvard Law School and former General Counsel and Acting Director of the SEC’s Division of Corporation Finance; Gerald Davis, Gilbert and Ruth Whitaker Professor of Business Administration at the University of Michigan Ross School of Business; Joseph A. Grundfest, William A.

Corporate Finance 320

Corporate Finance Banking Finance Marketability 320

IVSC

FEBRUARY 21, 2024

He has three decades of experience in capital markets, corporate finance, and valuations. Between 2010 and 2017, Nicolas was a corporate finance advisor and Investor Relations officer for corporate clients in several industries, including Renewable Energy.

Business Valuation 246

Business Valuation Corporate Finance Intangible Assets Appraisal 246

Harvard Corporate Governance

AUGUST 9, 2023

This post is based on a recent article by Professor Yang, Manish Jha , Assistant Professor of Finance at Georgia State University; Jialin Qian, PhD Candidate at Georgia State University; and Michael Weber , Associate Professor of Finance at the University of Chicago. Understanding corporate policies is central to corporate finance.

Corporate Finance 214

Corporate Finance Finance Marketability 214

Harvard Corporate Governance

APRIL 12, 2022

On Wednesday, by 3-1 vote, the SEC approved proposed rules aimed at enhancing and standardizing disclosures made by public companies regarding cybersecurity risk management, strategy, governance and incident reporting, [1] reflecting the third rulemaking project the Commission has proposed in connection with cybersecurity in the past year. [2]

Corporate Finance 199

Corporate Finance Finance 199

Harvard Corporate Governance

JULY 11, 2022

In May, the SEC’s Division of Corporation Finance issued an illustrative letter with sample comments the Division may issue to registrants, reinforcing disclosure obligations related to matters that directly or indirectly impact a company’s business.

Intangible Assets 208

Intangible Assets Corporate Finance Finance Marketability 208

Harvard Corporate Governance

OCTOBER 16, 2023

In November 2021, the staff of the Division of Corporation Finance (the “Staff”) of the SEC issued Staff Legal Bulletin No. Pinedo , and David A. Proxy Voting Matters SHAREHOLDER PROPOSALS Shareholder Proposals in the 2023 Proxy Season. 14L (“SLB 14L”), [1] rescinding Staff Legal Bulletins Nos. 14I, 14J and 14K.

Corporate Finance 226

Corporate Finance Finance 226

Harvard Corporate Governance

JANUARY 12, 2023

The former director of the SEC Division of Corporation Finance, Bill Hinman, suggested engagement between shareholders and management might improve if the SEC could “get out of the way.”. Moreover, even the SEC has debated whether its involvement in this process adds value. more…).

Corporate Finance 189

Corporate Finance Finance 189

Harvard Corporate Governance

DECEMBER 13, 2023

Arnold Daum Chair in Corporate Finance and Law and the Associate Dean for Faculty Development at the University of Iowa College of Law. This post is based on his recent paper forthcoming in the Journal of Corporation Law and is part of the Delaware law series ; links to other posts in the series are available here.

Corporate Finance 208

Corporate Finance Finance 208

Harvard Corporate Governance

JULY 13, 2022

Posted by Matthew Fust, on Wednesday, July 13, 2022 Editor's Note: Matthew Fust serves as a board member for several publicly traded and venture-backed biopharmaceutical companies and is a corporate finance and strategy advisor in the life sciences industry. This post is based on an NACD BoardTalk publication.

Corporate Finance 231

Corporate Finance Finance 231

Harvard Corporate Governance

AUGUST 11, 2022

When a company intends to exclude a shareholder proposal from its proxy materials, the company typically requests no-action relief from the Staff of the SEC’s Division of Corporation Finance (Staff).

Corporate Finance 209

Corporate Finance Finance 209

Harvard Corporate Governance

APRIL 19, 2022

Posted by Burcin Yurtoglu (WHU Otto Beisheim School of Management), on Tuesday, April 19, 2022 Editor's Note: Burcin Yurtoglu is Chair of Corporate Finance at WHU Otto Beisheim School of Management. This post is based on a recent paper authored by Prof. Yurtoglu; Bernard S. Black , Nicholas D.

Marketability 219

Marketability Corporate Finance Finance Firm Value 219

Musings on Markets

JANUARY 11, 2024

The six classes that I prepped for in those two years ranged from banking to investments to corporate finance, and while I have never worked harder, much of what I teach today came out of those classes. I describe my corporate finance class as an applied, big-picture class.

Corporate Finance 145

Corporate Finance Finance Start-ups Dividends 145

Harvard Corporate Governance

APRIL 1, 2022

Over the past two years, the Division of Corporation Finance staff have poured countless hours into reviewing SPAC IPO and de-SPAC transactions.

Corporate Finance 188

Corporate Finance Finance 188

Harvard Corporate Governance

JUNE 30, 2023

Berger (University of Chicago), Wei Cai (Columbia University), and Lin Qiu (Purdue University) , on Monday, June 26, 2023 Tags: Board culture , Board of Directors , CEOs , Corporate culture , dei , Diversity Demonstrating Pay and Performance Alignment Posted by Mike Kesner, Linda Pappas and Ed Sim, Pay Governance LLC, on Monday, June 26, 2023 Tags: (..)

Corporate Finance 224

Corporate Finance Compliance Banking Finance 224

IVSC

SEPTEMBER 12, 2024

He has three decades of experience in capital markets, corporate finance, and valuations. Between 2010 and 2017, Nicolas was a corporate finance advisor and Investor Relations officer for corporate clients in several industries, including Renewable Energy.

Intangible Assets 130

Intangible Assets Corporate Finance Treasury Business Valuation 130

Harvard Corporate Governance

JULY 27, 2023

In 2011, “the Division of Corporation Finance issued interpretive guidance providing [its] views concerning operating companies’ disclosure obligations relating to cybersecurity.” [1] 3] We do not need additional regulations.

Corporate Finance 189

Corporate Finance Finance 189

Harvard Corporate Governance

AUGUST 16, 2022

Prior work interprets this finding as prima facie evidence of a causal link between shareholder litigation rights and corporate governance. A fast-growing stream of studies in corporate finance and accounting relies on the adoption of UD laws to identify cause-and-effect links between management entrenchment and various firm outcomes.

Corporate Finance 225

Corporate Finance Finance 225

Harvard Corporate Governance

APRIL 14, 2023

Gözlügöl (Leibniz Institute for Financial Research), Julian Greth (Leibniz Institute for Financial Research) and Tobias H.

Corporate Finance 225

Corporate Finance Compliance Finance Marketability 225

Harvard Corporate Governance

JULY 2, 2024

On May 21, 2024, Erik Gerding, director of the SEC’s Division of Corporate Finance, issued a statement to clarify that public companies are only required to disclose a cybersecurity incident under Item 1.05 of Form 8-K if the incident is “determined by the registrant to be material.”

Corporate Finance 129

Corporate Finance Compliance Finance Marketability 129

IVSC

JUNE 14, 2023

Prior to joining PIF, Doug was a Corporate Finance Partner and Global Valuation Leader for KPMG. Hakim has 14 years of experience in valuation and corporate finance, and he specializes in the valuation of illiquid securities, businesses and intangible assets.

Intangible Assets 130

Intangible Assets Corporate Finance Finance Equity 130