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- All HBS Web (289)
- Faculty Publications (81)
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- Article
The Effect of Enforcement Transparency: Evidence from SEC Comment-Letter Reviews
By: Jonas Heese, Miguel Duro and Gaizka Ormazabal
Heese, Jonas, Miguel Duro, and Gaizka Ormazabal. "The Effect of Enforcement Transparency: Evidence from SEC Comment-Letter Reviews." Harvard Law School Forum on Corporate Governance (June 18, 2018).
- April 2022
- Supplement
MicroStrategy: Accounting for Cryptocurrency (B)
By: Jonas Heese and Annelena Lobb
In early 2022, the technology firm MicroStrategy unveiled a series of letters with the SEC that questioned its accounting practices around its holdings of Bitcoin. Since 2020, the firm had shifted its strategy to include not just selling software but buying and holding...
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Keywords:
Cryptocurrency;
Bitcoin;
Holding Structures;
SEC;
Accounting;
Finance;
Financial Strategy;
Technology Industry
Heese, Jonas, and Annelena Lobb. "MicroStrategy: Accounting for Cryptocurrency (B)." Harvard Business School Supplement 122-079, April 2022.
- December 23, 1999
- Article
SEC Expected To Step-Up Search For Restructuring Charge, Revenue Recognition and Materiality Abuses
By: David F. Hawkins
Hawkins, David F. "SEC Expected To Step-Up Search For Restructuring Charge, Revenue Recognition and Materiality Abuses." Accounting Bulletin, no. 83 (December 23, 1999).
- Article
Is ‘Not Guilty’ the Same as ‘Innocent’? Evidence from SEC Financial Fraud Investigations
By: Eugene F. Soltes and David H. Solomon
When the Securities and Exchange Commission (SEC) investigates firms for financial fraud, investors learn about the investigation only if managers disclose it, or regulators sanction the firm. We investigate the effects of such disclosures using confidential records on...
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Soltes, Eugene F., and David H. Solomon. "Is ‘Not Guilty’ the Same as ‘Innocent’? Evidence from SEC Financial Fraud Investigations." Journal of Empirical Legal Studies 18, no. 2 (June 2021): 287–327.
- 2014
- Other Unpublished Work
The SEC and Capital Markets in the 21st Century: Evolving Accounting Infrastructure for Today's World
By: Robert G. Eccles and Jean Rogers
Eccles, Robert G., and Jean Rogers. "The SEC and Capital Markets in the 21st Century: Evolving Accounting Infrastructure for Today's World." (September 2014, Brookings Institution, Washington, D.C.)
- October 2018 (Revised October 2019)
- Case
Rio Tinto vs. the Securities and Exchange Commission
By: Aiyesha Dey, Krishna G. Palepu and Sarah Gulick
Keywords:
Coal Mining;
SEC Enforcement;
FCPA;
Mining;
Fraud;
Acquisition;
Financial Reporting;
Mergers and Acquisitions;
Non-Renewable Energy;
Ethics;
Financial Management;
Investment;
Corporate Governance;
Laws and Statutes;
Lawsuits and Litigation;
Risk Management;
Risk and Uncertainty;
Energy Industry;
Mining Industry;
Financial Services Industry;
Mozambique;
United States;
Australia;
England
Dey, Aiyesha, Krishna G. Palepu, and Sarah Gulick. "Rio Tinto vs. the Securities and Exchange Commission." Harvard Business School Case 119-046, October 2018. (Revised October 2019.)
- 2013
- Chapter
Who Chooses Board Members?
By: Ali Akyol and Lauren Cohen
We exploit a recent regulation passed by the US Securities and Exchange Commission (SEC) to explore the nomination of board members to US publicly traded firms. In particular, we focus on firms’ use of executive search firms versus allowing internal members (often...
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Keywords:
Boards;
Boards Of Directors;
Executive Search Firms;
Governance;
SEC Regulation;
Governing and Advisory Boards;
Management Succession;
Executive Compensation
Akyol, Ali, and Lauren Cohen. "Who Chooses Board Members?" In Advances in Financial Economics, Vol. 16, edited by Kose John, Anil K. Makhija, and Stephen P. Ferris, 43–77. Emerald Group Publishing, 2013.
- February 2019 (Revised September 2019)
- Case
Theranos: The Unicorn That Wasn't
By: Joseph B. Fuller and John Masko
In 2003, 19-year-old Elizabeth Holmes founded a startup dedicated to making blood testing easier and more affordable. By 2015, her company, Theranos, was worth $9 billion. It boasted a star-studded board and contracts with national pharmacy and supermarket chains...
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Keywords:
Theranos;
Blood;
Lab Testing;
Fraud;
Holmes;
Balwani;
Shultz;
Carreyrou;
Securities And Exchange Commission;
Food And Drug Administration;
FDA;
SEC;
Health Testing and Trials;
Corporate Accountability;
Organizational Culture;
Misleading and Fraudulent Advertising;
Crime and Corruption;
Entrepreneurship;
Medical Devices and Supplies Industry
Fuller, Joseph B., and John Masko. "Theranos: The Unicorn That Wasn't." Harvard Business School Case 319-068, February 2019. (Revised September 2019.)
- June 2021
- Article
Does the Freedom of Information Act Foil the Securities and Exchange Commission's Intent to Keep Investigations Confidential?
By: Braiden Coleman, Kenneth Merkley, Brian Miller and Joseph Pacelli
The Securities and Exchange Commission (SEC) has a long-standing policy to keep formal investigations confidential. In this study, we examine the extent to which compliance with the Freedom of Information Act (FOIA) provides investors with information about ongoing SEC...
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Keywords:
Securities And Exchange Commission (SEC) Investigations;
Freedom Of Information Act (FOIA);
Exemption Denials
Coleman, Braiden, Kenneth Merkley, Brian Miller, and Joseph Pacelli. "Does the Freedom of Information Act Foil the Securities and Exchange Commission's Intent to Keep Investigations Confidential?" Management Science 67, no. 6 (June 2021).
- 18 Oct 2004
- Research & Ideas
The Bias of Wall Street Analysts
interactions between sell-side analysts and managers at the firms they cover. Thus, the effectiveness of recent SEC and exchange regulations appears to have impacted the observed level of optimism. To the extent that overall optimism is...
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- August 2004 (Revised May 2005)
- Background Note
Process of "Going Public" in the United States, The
Summarizes the process of going public: the steps for SEC approval, the role of the SEC, and the roles of major players such as underwriters and printers.
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Miller, Gregory S. Process of "Going Public" in the United States, The. Harvard Business School Background Note 105-016, August 2004. (Revised May 2005.)
- November 1992 (Revised November 1993)
- Case
Anheuser-Busch and Campbell Taggart (Abridged)
In 1984, the SEC accused Paul Thayer and eight others of insider trading. Some of Thayer's inside information came from his position on the board of Anheuser-Busch, where he had learned about Busch's 1982 merger with Campbell Taggart before the merger was publicly...
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Sirri, Erik R. "Anheuser-Busch and Campbell Taggart (Abridged)." Harvard Business School Case 293-082, November 1992. (Revised November 1993.)
- December 1990 (Revised November 1992)
- Case
Anheuser-Busch and Campbell Taggart
In 1984, the SEC accused Paul Thayer and eight others of insider trading. Some of Thayer's inside information came from his position on the board of Anheuser-Busch, where he had learned about Busch's 1982 merger with Campbell Taggart before the merger was publicly...
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Keywords:
Crime and Corruption;
Ethics;
Capital Markets;
Manufacturing Industry;
Food and Beverage Industry;
United States
Sirri, Erik R. "Anheuser-Busch and Campbell Taggart." Harvard Business School Case 291-020, December 1990. (Revised November 1992.)
- 2013
- Other Unpublished Work
How ISS Dictates Equity Plan Design
By: David F. Larcker, Ian D. Gow, Allan McCall and Brian Tayan
Proxy advisory firms have long been known to influence the voting decisions of institutional investors. Now, a growing body of evidence suggests that they also influence company decisions in equity plan design. Should shareholders and the SEC be concerned?
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Larcker, David F., Ian D. Gow, Allan McCall, and Brian Tayan. "How ISS Dictates Equity Plan Design." Stanford Closer Look Series, Stanford Graduate School of Business, 2013.
- 2017
- Working Paper
What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management
By: Eugene F. Soltes, Suraj Srinivasan and Rajesh Vijayaraghavan
Shareholder proposals provide investors an opportunity to exercise their decision rights within firms, but managers can seek permission from the Securities and Exchange Commission (SEC) to dismiss proposals. We find that managers seek to exclude 39% of all proposals...
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Soltes, Eugene F., Suraj Srinivasan, and Rajesh Vijayaraghavan. "What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management." Harvard Business School Working Paper, No. 16-132, May 2016. (Revised October 2017.)
- July 2021
- Case
'Why I Blew the Whistle': Mauro Botta v. PwC
By: Aiyesha Dey, Jonas Heese and Sarah Mehta
Set in April 2021, this case tells the story of Mauro Botta, a senior manager at PricewaterhouseCoopers (PwC). In 2016, Botta filed a whistleblower claim with the U.S. Securities and Exchange Commission, alleging that PwC had failed to fulfill its obligations to remain...
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Keywords:
Accounting Audits;
Financial Reporting;
Financial Statements;
Ethics;
Fairness;
Moral Sensibility;
Values and Beliefs;
Governance;
Corporate Governance;
Accounting Industry;
United States;
California;
San Jose
Dey, Aiyesha, Jonas Heese, and Sarah Mehta. "'Why I Blew the Whistle': Mauro Botta v. PwC." Harvard Business School Case 122-005, July 2021.
- March 2004 (Revised May 2004)
- Case
Governance Reform at MCI
By: Lynn S. Paine and Bridget Gurtler
Richard Breeden proposed corporate governance reforms for MCI. Breeden is a former chairman of the SEC who was a court-appointed "corporate monitor" for the troubled company (formerly WorldCom). The company must adhere to the proposals unless excused by a court order.
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Keywords:
Corporate Governance;
Restructuring;
Insolvency and Bankruptcy;
Business or Company Management;
Management Teams
Paine, Lynn S., and Bridget Gurtler. "Governance Reform at MCI." Harvard Business School Case 304-066, March 2004. (Revised May 2004.)
- March 1993 (Revised April 1998)
- Case
Viscotech, Inc.
Focuses on the efforts of a small company to raise funds in a variety of ways. In the course of its efforts to raise equity capital, the company commits a number of SEC violations. The case includes an example of both a poor, aggressive offering circular and a tightly...
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Roberts, Michael J. "Viscotech, Inc." Harvard Business School Case 393-117, March 1993. (Revised April 1998.)
- 10 Aug 2015
- Research & Ideas
Why a Federal Rule on CEO Pay Disclosure May Get You In Trouble With Customers
enacting the rule, which it has been mulling for years. In October 2013, the SEC posted a request for comment on the idea of pay ratio disclosure. Subsequently, the agency received more than 126,000 letters, which were posted publicly...
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- November 2010
- Supplement
Lessons Learned? Brooksley Born & the OTC Derivatives Market (B)
By: Clayton S. Rose and David Lane
This (B) case provides the 2009 reflections of former SEC Chairman Arthur Levitt on CFTC Chairman Brooksley Born's 1998 efforts to consider regulating the OTC derivative market. It also provides a summary of the aspects of the 2010 Dodd-Frank Act that regulate these...
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Keywords:
Financial Crisis;
Credit Derivatives and Swaps;
Governing Rules, Regulations, and Reforms;
Policy;
Government Legislation;
Business and Government Relations;
Financial Services Industry;
Public Administration Industry;
District of Columbia
Rose, Clayton S., and David Lane. "Lessons Learned? Brooksley Born & the OTC Derivatives Market (B)." Harvard Business School Supplement 311-070, November 2010.