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HLS Faculty & Senior Fellows
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Mandatory Arbitration and the Market for Reputation
Is mandatory arbitration of shareholder claims desirable? With the blessing of the Supreme Court, mandatory arbitration provisions with class action waivers have become common in contract, consumer, and labor law. Policymakers now consider importing this trend to corporate and securities laws as well. The existing debate centers around consent and compensation: Can shareholders be held […]
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Posted in Academic Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Arbitration, Class actions, Information environment, Public perception, Reputation, Securities litigation, Securities regulation, Shareholder suits
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New Scrutiny for NDAs in Sexual Harassment Matters
Legal and regulatory scrutiny regarding the use of non-disclosure agreements by companies to resolve allegations of sexual harassment and misconduct continues to increase in the wake of the #MeToo movement. Such scrutiny featured prominently this month in two high-profile sexual harassment matters: the Wynn Resorts investigation and the various legal proceedings following the allegations against […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged #MeToo, Boards of Directors, Disclosure, International governance, Management, Misconduct, Non-disclosure agreements, Settlements, Shareholder suits, UK
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Bebchuk & Hirst Study of Index Funds Wins European Corporate Governance Institute Prize
The European Corporate Governance Institute (ECGI) has announced that its 2019 prize for best working paper in law will be awarded to a paper by Lucian Bebchuk and Scott Hirst, Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy. The ECGI’s Cleary Gottlieb Steen Hamilton Prize is awarded for the best paper in the […]
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Posted in Academic Research, HLS Research, Program News & Events
Tagged ECGI Institute, Index funds, Institutional Investors, Long-Term value, Mutual funds, Program on Corporate Governance, Shareholder activism, Shareholder value, Stewardship
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Challenging Offshore M&A in U.S. Courts
On April 12, 2019, the United States Court of Appeals for the Second Circuit held that the district court abused its discretion by failing to consider a forum selection clause in a foreign issuer’s Depositary Agreement, notwithstanding the fact that the issuer is a Cayman Islands company and the gravamen of the lawsuit concerned an […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Cayman Islands, Fiduciary duties, Forum selection, Merger litigation, Mergers & acquisitions, Securities litigation, U.S. federal courts
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The DOJ’s Updated Guidance on Corporate Compliance Programs
[In April 2019], Assistant Attorney General Brian Benczkowski of DOJ’s Criminal Division announced newly updated guidance for white-collar prosecutors, identifying factors to be considered in evaluating corporate compliance programs. The update both expands upon guidance first issued in February 2017 and aims to harmonize that guidance with DOJ’s principles for corporate prosecution. This guidance represents […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, DOJ, FCPA, Misconduct, Securities enforcement
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Passive in Name Only: Delegated Management and “Index” Investing
Stock market indices are central to the modern financial system. They are used for everything from benchmarking fund performance, to compensating executives, to evaluating the general state of the market. In recent years, the rise of index—or “passive”—investing has only added to their importance. Despite this importance, indices have received very little attention. With a […]
Click here to read the complete postGoldman Sachs and the 1MDB Scandal
1Malaysia Development Berhad (1MDB) was a Malaysian government owned and controlled investment fund created in 2009 by former Prime Minister Najib Razak. The professed purpose of 1MDB was to attract foreign investment and development in Malaysia to benefit all the people of Malaysia. Instead, it has been referred to as “kleptocracy at its worst” and […]
Click here to read the complete postHow We Howey
One year ago, I gave a speech—appropriately in Southern California—called “Beaches and Bitcoin.” At that time—not so long ago in analog time but eons ago in digital time—the burning question was how to decide when issuing tokens constituted an offering of securities. The industry was rapidly developing and I worried that the SEC, as one […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Broker-dealers, Cryptocurrency, Financial technology, Howey test, ICOs, Regulation A, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Declining Corporate Prosecutions
A new article, titled Declining Corporate Prosecutions, forthcoming in the American Criminal Law Review, describes the results of a series of empirical analyses of corporate prosecutions, focusing on what has changed under the new Trump Administration. Two years into the Trump Administration, newly collected data available on the Duke / UVA Corporate Prosecution Registry, allows […]
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Posted in Academic Research, Banking & Financial Institutions, Court Cases
Tagged Banks, Corporate crime, Deferred prosecution agreements, DOJ, Financial institutions, Management, Misconduct, Non-prosecution agreement, Yates memo
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