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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
Market Based Factors as Best Indicators of Fair Value
Three recent Delaware Court of Chancery appraisal decisions offer a wealth of guidance not only regarding the determination of a merger partner’s fair value, but also regarding elements that potentially undermine a quality sale process and strategic considerations for litigating valuation and sale process issues. Statutory appraisal litigation, initiated after virtually every sizeable merger, requires […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Conflicts of interest, Delaware cases, Delaware law, Fair values, Incentives, Management, Merger litigation, Mergers & acquisitions
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Audit Committee Reports to Shareholders
As US public companies and their audit committees maintain an almost decade-long trend of increased voluntary disclosures to shareholders about audits, it’s clear that rigorous oversight of public company audits by independent audit committees helps protect investors, and disclosing information about that oversight process contributes to investor confidence. Many investors, regulators and other stakeholders share […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Audit committee, Audits, Disclosure, Risk disclosure, Risk management
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Financial Contracting with the Crowd
Today’s equity crowdfunding is a sucker’s game. It’s no wonder. The prospect of allowing the general public—widows, orphans, grandmothers, and all—the chance to invest in private companies for the first time in eighty years understandably spooked the powers that be. First Congress and then the SEC in turn layered requirement after requirement on crowdfunding companies […]
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Posted in Academic Research, Securities Regulation
Tagged Blockchain, Capital formation, Contracts, Crowdfunding, ICOs, Investor protection, Securities regulation, Venture capital firms
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Weekly Roundup: September 6-12, 2019
Implicit Communications and Enforcement of Corporate Disclosure Regulation Posted by Ashiq Ali (University of Texas), Jill Fisch (University of Pennsylvania), and Hoyoun Kyung (University of Missouri), on Friday, September 6, 2019 Tags: Earnings disclosure, Information environment, Inside information, Liability standards, Regulation FD, Rule 10b-5, SEC, SEC enforcement, Securities regulation, Shareholder suits Putting to Rest the Debate Between CSR and Current Corporate Law Posted by Peter A. […]
Click here to read the complete postStakeholder Governance and the Freedom of Directors to Embrace Long-Term Value Creation
The debate regarding the adoption of sustainable governance principles has reached a crescendo. This debate started with whether corporate boards should factor Environmental, Social, and Governance (“ESG”) and similar sustainability concerns into their decision-making process. That debate is fairly settled. Boards should. The debate has since shifted to whether the dominant shareholder primacy model embraced […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, ESG, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, ESG, Institutional Investors, Long-Term value, Shareholder primacy, Stakeholders, Sustainability
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Board Compliance
Do corporate boards care about compliance? Surely, they should, because of the potentially catastrophic consequences of ignoring it. Take the example of the recent compliance failures at Wells Fargo, the large bank, which pioneered a strategy of “cross-selling” financial products to its customers. This turned out to be profitable, and the bank sought to maximize […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Securities Litigation & Enforcement
Tagged Board oversight, Boards of Directors, Compliance & ethics, Compliance and disclosure interpretation, Compliance officer, Corporate crime, Misconduct, Oversight, Securities enforcement, Wells Fargo
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Finalized Changes to Volcker Rule
Federal financial regulators responsible for implementing the Volcker Rule have issued a final rule to revise a number of provisions of the Volcker Rule’s 2013 implementing regulations (the “2013 Rule”). The final rule, which is largely similar to the agencies’ proposed rulemaking issued in June 2018, generally seeks to clarify certain definitions, exemptions and compliance […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, Practitioner Publications
Tagged Banks, Derivatives, Financial institutions, Financial regulation, Hedging, Liquidity, Proprietary trading, Risk management, Volcker Rule
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Remarks to the Economic Club of New York
Thank you for having me and thanks to those who have contributed to today’s event—in particular, the Economic Club, Chair, Marie-Josée [Kravis], President, Barbara [Van Allen], as well as panelists Bob [Pisani] and Harold [Ford]. I am grateful to be back. The Economic Club is where I gave my first public speech as SEC Chairman […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Anti-corruption, Brexit, Capital formation, Capital markets, Corporate debt, FCPA, International governance, Investor protection, LIBOR, Securities regulation, UK
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Proxy Season Rising Demand for Board Oversight of ESG
The 2019 proxy season was marked by an increased willingness among shareholders to hold boards accountable on director elections, say- on-pay, and environmental, social and governance (ESG) shareholder proposals. For example, almost 5 percent of directors received less than 80 percent support for her/ his election, which is the highest proportion since the aftermath of […]
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Posted in Boards of Directors, Corporate Elections & Voting, ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board oversight, Boards of Directors, Diversity, ESG, Executive Compensation, Human capital, Institutional Investors, Proxy season, Proxy voting, Say on pay, Shareholder proposals, Shareholder voting
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A Tale of Two Markets: Regulation and Innovation in Post-Crisis Mortgage and Structured Finance Markets
Our paper, A Tale of Two Markets: Regulation and Innovation in Post-Crisis Mortgage and Structured Finance Markets, takes the occasion of the tenth anniversary of the financial crisis to review recent developments in the structured products market, connecting the emergent pattern to post-crisis regulation. The financial crisis stemmed from excessive risk-taking and shabby practices in […]
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