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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
Trading and Arbitrage in Cryptocurrency Markets
Cryptocurrencies such as bitcoin or ethereum have rocketed to public attention over the past few years. These are digital currencies built on blockchain technology that allows verification of payments and other transactions in the absence of a centralized custodian. While significant attention has been paid to the dramatic ups and downs in the volume and […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Arbitrage, Bitcoin, Blockchain, Capital markets, Cryptocurrency, Europe, Financial technology, International governance
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Statement on Volcker Rule Amendments
[On September 18, 2019], the Commission finalized the rollback of the Volcker Rule—the risktaking limits that keep banks from gambling with taxpayer money. These limits are designed to help regulators address a basic problem of incentives: bankers, anticipating taxpayer-funded bailouts, prefer to take excessive risks to maximize their bonuses. That’s why I’ve called upon my […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation
Tagged Banks, Financial crisis, Financial institutions, Financial regulation, Investor protection, Liquidity, Moral hazard, Securities regulation, Systemic risk, Volcker Rule
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Are Early Stage Investors Biased Against Women?
It is well known that there is a significant gender gap in high-growth entrepreneurship. The persistence of this gap over time runs counter to more general labor market trends. Several potential explanations have been proposed, including gender differences in technical training or risk preferences. However, many have also speculated that part of the gender gap […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Capital formation, Diversity, Entrepreneurs, Venture capital firms
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Stakeholder Governance—Some Legal Points
Recently, a number of questions have been raised about the legal responsibilities of directors in pursuing long-term sustainable business strategies and taking into account ESG (environmental, social, governance) factors and the interests of all the stakeholders in the corporation. The following are key parts of the answers we have been giving. The purpose of a […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Duty of care, ESG, Fiduciary duties, Long-Term value, Oversight, Stakeholders, Sustainability
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Weekly Roundup: September 13-19, 2019
Financial Contracting with the Crowd Posted by Usha Rodrigues (University of Georgia), on Friday, September 13, 2019 Tags: Blockchain, Capital formation, Contracts, Crowdfunding, ICOs, Investor protection, Securities regulation, Venture capital firms Audit Committee Reports to Shareholders Posted by Steve Klemash, Jamie Smith, and Jennifer Lee, EY Center for Board Matters, on Friday, September 13, 2019 Tags: Audit committee, Audits, Disclosure, Risk disclosure, Risk management Market Based Factors as Best Indicators […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Directors’ Duties in an Evolving Risk and Governance Landscape
The stakes for responsible corporate stewardship have never been higher. Corporations today account for a greater proportion of our collective productivity than ever before. Of the 100 largest economies in the world, 71 are corporations, and only 29 are countries. U.S. corporations alone generated profits of $2.3 trillion in 2018—the highest in history. Reflecting their […]
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Posted in Boards of Directors, Corporate Social Responsibility, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Environmental disclosure, ESG, Index funds, Institutional Investors, Long-Term value, Shareholder primacy, Sustainability
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The Limits of Delaware Corporate Law: Internal Affairs, Federal Forum Provisions, and Sciabacucchi
The Securities Act of 1933 provides for concurrent federal and state jurisdiction. Securities Act claims were historically litigated in federal court, but in 2015 plaintiffs began filing far more frequently in state court where dismissals are less common and weaker claims more likely to survive. D&O insurance costs for IPOs have since increased significantly. Today, […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Charter & bylaws, Delaware cases, Delaware law, DGCL, Fiduciary duties, Forum selection, Jurisdiction, Section 11, Securities Act, Securities litigation, State law, U.S. federal courts
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New Policy for Shareholder Proposal Rule
Staff may not take a position or may respond orally to some no-action requests On September 6, the SEC staff announced a new policy regarding its administration of the shareholder-proposal rule, Rule 14a-8 under the Securities Exchange Act of 1934. As before, the staff will monitor and provide informal guidance regarding shareholder proposals submitted pursuant […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Exchange Act, No-action letters, Proxy advisors, Rule 14a-8, SEC, SEC rulemaking, Securities litigation, Securities regulation, Shareholder proposals
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Accounting Firms, Private Funds, and Auditor Independence Rules
The SEC recently charged a large public accounting firm (Accounting Firm) with violations of its auditor independence rules (Independence Rules) in connection with more than 100 audit reports involving at least 15 audit clients, including several private funds. According to the SEC’s order, the Accounting Firm represented that it was “independent” in audit reports issued […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, External auditors, Financial reporting, Private funds, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
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Words Speak Louder Without Actions
Information and control rights are central aspects of leadership, management, and corporate governance. In practice, communication of private information and intervention in the decision-making process are common remedies for information asymmetries and conflicts of interest in a wide range of situations. The interplay between communication and intervention, however, is little understood. In my article, Words […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Agency costs, Agency model, Board communication, Boards of Directors, Information asymmetries, Information environment, Management, Managerial style
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