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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
- 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
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Global Antitakeover and Antiactivist Devices
Corporate activity is becoming ever more global. The increase in global activity is reflected both in the growing number of cross-border M&A transactions (which have reached over $1 trillion in the first half of 2018) and the pervasive phenomenon of cross-listing, through which companies raise equity from various financial markets located in different jurisdictions. In […]
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Posted in Academic Research, HLS Research, International Corporate Governance & Regulation, Mergers & Acquisitions, Securities Regulation
Tagged Antitakeover, International governance, Inversions, Merger litigation, Mergers & acquisitions, Securities regulation, Shareholder activism, Takeover defenses
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The SEC’s Market Abuse Enforcement Priorities
Since January 2017, the SEC has quietly racked up at least half a dozen major enforcement actions charging a wide range of equity market structure violations. In these cases, dark pools, exchanges and broker-dealers have collectively paid more than $100 million in civil penalties and several of them have involved admissions of liability. Although the […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Algorithmic trading, Broker-dealers, Compliance and disclosure interpretation, Confidentiality, Dark pools, Exchange Act, High-frequency trading, SEC, SEC enforcement, Securities Act, Securities enforcement, Securities regulation
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Purpose & Profit
Dear CEO, Each year, I write to the companies in which BlackRock invests on behalf of our clients, the majority of whom have decades-long horizons and are planning for retirement. As a fiduciary to these clients, who are the owners of your company, we advocate for practices that we believe will drive sustainable, long-term growth […]
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Posted in Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged BlackRock, Corporate culture, Corporate Social Responsibility, Engagement, ESG, Institutional Investors, Long-Term value, Management, Shareholder activism, Shareholder value, Short-termism, Stewardship
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Market Power and Inequality
For over a century, the idea of the United States as a “nation of shareholders” has been a powerful one. This notion has its roots in attempts by the New York Stock Exchange to broaden its political base by ensuring that more Americans owned at least a handful of stocks, and Cold War comparisons of […]
Click here to read the complete postThe Expansion of Regulation A
On December 19, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A allowing U.S. and Canadian companies that file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to conduct securities offerings using Regulation A. The amendments were mandated by the Economic […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Equity offerings, IPOs, JOBS Act, Regulation A, SEC, SEC rulemaking, Securities regulation
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Directors: Older and Wiser, or Too Old to Govern?
The past two decades have witnessed dramatic changes to the boards of directors of U.S. public corporations. Several recent governance reforms (the 2002 Sarbanes-Oxley Act, the revised 2003 NYSE/Nasdaq listing rules, and the 2010 Dodd-Frank Act) combined with a rise in shareholder activism have enhanced director qualifications and independence and made boards more accountable. These […]
Click here to read the complete postCorporate Governance Survey: 2018 Proxy Season
Since 2003, Fenwick has collected a unique body of information on the corporate governance practices of publicly traded companies that is useful for Silicon Valley companies and publicly‑traded technology and life science companies across the U.S. as well as public companies and their advisors generally. Fenwick’s annual survey covers a variety of corporate governance practices […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Board composition, Board declassification, Board leadership, Boards of Directors, Classified boards, Corporate governance, Diversity, Dual-class stock, Executive ownership, Majority voting, Outside directors, Public firms, Shareholder proposals, Shareholder voting, Surveys, Tech companies
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Competition and Consumer Protection in the 21st Century
BlackRock, Inc. (“BlackRock”) appreciates the opportunity to comment in connection with the eighth session of the Federal Trade Commission’s (“FTC” or the “Commission”) hearings on Competition and Consumer Protection in the 21st Century. We welcome the FTC’s Hearings Initiative and efforts to evaluate the effectiveness of competition and consumer protection law, enforcement priorities, and public […]
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