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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
Statement by Commissioners Lee and Crenshaw on No-Action Relief for Non-Compliance with the Customer Protection Rule
Last night [October 22, 2020], a no-action letter was issued relating to apparent non-compliance by certain broker-dealers with Rule 15c3-3, which is aptly named the “Customer Protection Rule.” In short, certain broker-dealers’ failure to comply with the Customer Protection Rule puts retail customer funds and securities at risk, and the no-action letter purports to allow […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Broker-dealers, Compliance & ethics, Consumer protection, Misconduct, No-action letters, SEC, SEC enforcement, Securities regulation
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Shareholder Value and Social Responsibility Are Not At Odds
The core of capitalism—the freedom to engage in entrepreneurial activities, to trade goods and services, and make profits for shareholders—in and of itself, is socially responsible. It is so because enterprises and the profits they generate bring many benefits to society including jobs and training, revenues for suppliers, R&D investment for innovation, among others. All […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Corporate purpose, Corporate Social Responsibility, Diversity, ESG, Human capital, Reputation, Shareholder primacy, Shareholder value, Stakeholders
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Time to Unlock the Hidden Value in Your Board
Management teams do not have to confront the pandemic’s daunting challenges alone. As they move from stabilizing cash flow and reengineering workplaces to creating a little breathing room—both financially and mentally—CEOs and directors should reflect on how to deploy their boards most effectively. Regardless of where company performance lies on the spectrum—from distressed (physical retailers) […]
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Posted in Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Engagement, Executive Compensation, Firm performance, Innovation, Management, Mergers & acquisitions, Shareholder activism, Stakeholders
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The Next Frontier for Representations and Warranties Insurance: Public M&A Deals?
Recent years have witnessed a surge in the number of M&A deals that use representations and warranties insurance (“RWI”). According to a recent study, in 2018 to 2019, 52% of private company transaction agreements referred to RWI, up from only 29% in 2016 to 2017. Yet, despite its dramatic growth in the private company deal […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Merger litigation, Mergers & acquisitions, Private firms, Public firms, R&W insurance, Risk, Risk disclosure, Special purpose vehicles
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COVID-19 and Inequality: A Test of Corporate Purpose
Before the onset of the COVID-19 pandemic, the world’s largest and most influential companies made promises to their stakeholders. In 2019, 181 CEOs in the Business Roundtable—a group that includes major companies such as Amazon, Apple, and Bank of America—redefined the purpose of a corporation to one that delivers value to all stakeholders, not just […]
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Posted in Corporate Social Responsibility, ESG, Practitioner Publications
Tagged Corporate purpose, Corporate Social Responsibility, COVID-19, Diversity, ESG, Reputation, Shareholder primacy, Shareholder value, Stakeholders
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The Dangers of Buybacks: Mitigating Common Pitfalls
Returning capital to shareholders is an important and legitimate goal of many corporations. Buybacks are often an effective way to distribute capital, but care must be taken to mitigate downfalls related to personal gain and enrichment, poor timing, and excess leverage. Buybacks have experienced a meteoric rise in popularity since the turn of the twenty-first […]
Click here to read the complete postThe Power of the Narrative in Corporate Lawmaking
The concept of how stock-market-driven short-termism damages the economy is simple and powerful: executives, confronted with a demanding stock market of traders and activists, focus too much on boosting the immediate quarterly financial statements, rather than on the business’s long-term health. Employee well-being, critical research and development, and long-run capital investment all deteriorate. As a […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, ESG, HLS Research
Tagged Accountability, Behavioral finance, Capital markets, ESG, Hedge funds, Incentives, Long-Term value, Shareholder value, Stakeholders
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Weekly Roundup: October 16–22, 2020
The Persistence of Fee Dispersion among Mutual Funds Posted by Michael J. Cooper (University of Utah), Michael Halling (Stockholm School of Economics), and Wenhao Yang (Chinese University of Hong Kong), on Friday, October 16, 2020 Tags: Asset management, Capital allocation, Institutional Investors, Mutual funds Investing Responsibly: Company Interaction Posted by Carine Smith Ihenacho, Jonas Jølle, and Dyveke Rogan, Norges Bank […]
Click here to read the complete postDo Share Buybacks Really Destroy Long-Term Value?
Share buybacks are one of the most controversial corporate decisions today. US Senator Elizabeth Warren claimed that “buybacks create a sugar high for the corporations. It boosts prices in the short run, but the real way to boost the value of a corporation is to invest in the future, and they are not doing that.” […]
Click here to read the complete postThe Future of Financial Fraud
Is financial fraud becoming a bigger or smaller problem over time? This paper applies two theoretical models to gain insight into this question. The first model is the Trust Triangle, which Dupont and Karpoff (2020) use to describe the forces that discipline misconduct and encourage the building of trust that is at the core of […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Blockchain, Class actions, Financial technology, SEC enforcement, Securities enforcement, Securities fraud
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