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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
- 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
California Courts and Forum Selection Bylaws
[On December 21, 2018], the California Court of Appeal became the second appellate court outside of Delaware to recognize the enforceability of forum-selection bylaws adopted by Delaware corporations designating the Delaware Court of Chancery as the exclusive forum for the litigation of intracorporate and fiduciary disputes. Drulias v. 1st Century Bancshares, Inc., No. H045049 (Cal. […]
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Posted in Banking & Financial Institutions, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Banks, California, Charter & bylaws, Delaware law, Financial institutions, Forum selection, Merger litigation, Mergers & acquisitions
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Politics and Antitrust: Lessons from the Gilded Age
Recent years have witnessed a resurgence of interest in antitrust. In response to the perception that antitrust enforcement has become ineffectual, some commentators have argued that existing statutes may no longer offer regulators adequate tools for policing anticompetitive behavior. Yet the Department of Justice and Federal Trade Commission hold considerable discretion over how they choose […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitrust, Common ownership, DOJ, FTC, Legal history, Mergers & acquisitions, Securities enforcement, Securities regulation, Sherman Act
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SEC Cyber Briefing: Regulatory Expectations for 2019
Cybersecurity has played an important role in the U.S. Securities and Exchange Commission’s regulatory agenda during the past year. And it’s likely to become even more important in 2019. During 2018, the SEC has made significant moves on three fronts: issuing long-awaited guidance concerning cybersecurity disclosure issues for public companies; commencing enforcement actions against several […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Board oversight, Boards of Directors, Cybersecurity, Disclosure, Insider trading, Regulation FD, Risk oversight, SEC, Securities enforcement, Securities regulation
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The CFTC and Market Manipulation
In an opinion released on November 30, 2018, federal Circuit Judge Richard Sullivan dismissed a lawsuit brought by the U.S. Commodity Futures Trading Commission (the “CFTC”) seeking to hold a prominent Chicago trader and his investment firm liable for manipulation and attempted market manipulation of a highly illiquid segment of the interest rate swaps market. […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Arbitrage, CFTC, Commodities, Information asymmetries, Market efficiency, Market manipulation, Securities enforcement, Swaps, U.S. federal courts
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2019 Global & Regional Trends in Corporate Governance
Institutional investors (both active managers and index fund giants) spent the last few years raising their expectations of public company boards—a trend we expect to see continue in 2019. The demand for board quality, effectiveness, and accountability to shareholders will continue to accelerate across all global markets. Toward the end of each year, Russell Reynolds […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board leadership, Board oversight, Boards of Directors, Brazil, Canada, Corporate culture, Diversity, ESG, Europe, India, International governance, Japan, Shareholder activism, Stewardship, UK
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Fighting the Rising Tide of Federal Disclosure Suits
In the past few years, there has been a dramatic rise in the number of M&A disclosure lawsuits filed in federal court. Recently, courts have begun to fight back against this nuisance litigation using different approaches. This post summarizes those developments. Recently, many have reported on the increase in the number of lawsuits in Federal […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Delaware cases, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, PSLRA, Securities litigation, U.S. federal courts
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Regulatory Support for Innovative Compliance Measures
On December 3, 2018, the federal banking regulators and the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) issued a joint statement (the “Statement”) encouraging banks to adopt innovative technological approaches to comply with the requirements imposed on them pursuant to the Bank Secrecy Act (“BSA”) and other anti-money laundering (“AML”) laws and related regulations. The […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, BSA/AML, Compliance and disclosure interpretation, Deregulation, Financial institutions, Financial regulation, Financial technology, FinCEN, Innovation, Money laundering, Treasury Department
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Corporate Governance 2030: Thoughts on the Future of Corporate Governance
The topic of “Corporate Governance 2030” might encourage wild speculation in this period of great, some would say, epochal change. Some might see the demise of the corporation; others, the emergence of new organisations with intelligent robots playing the role of boards. And so on and so forth. The truth is that 12 years is […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Boards of Directors, Controlling shareholders, Corporate culture, Disclosure, Diversity, Dual-class stock, Emerging markets, International governance, Market conditions, Private firms, Proxy advisors, Public firms, Tech companies
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The Aftermath of the SEC Proxy Process Roundtable
What’s clear from the recent Securities and Exchange (SEC) roundtable on the proxy voting process and subsequent press accounts is that concerned parties have very different agendas for possible next steps. So we’re hesitant to believe predictions that regulation of proxy advisory firms is imminent or that the entire shareholder proposal process needs to be […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Glass Lewis, Institutional Investors, Institutional voting, ISS, No-action letters, Proxy advisors, Proxy voting, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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