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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
The Law Office (LO) and Compliance Officer (CO): Status, Function, Liabilities, and Relationship
The emerging position of Compliance Officers (COs) poses issues concerning their status and relations to Law Officers (LOs). Both professionals deal with law, However, LO’s position is recognized and established. Compliance is a recently recognized profession. Moreover, their services differ. LOs advise and represent their institutions in legal matters. COs monitor their institutions’ activities for […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Compliance & ethics, Compliance officer, Confidentiality, Corporate culture, Legal history, Liability standards, Risk management, Securities regulation
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Clarifying MFW’s ab initio Condition
The Delaware Supreme Court has clarified that controlling stockholder take-private transactions will be reviewed under the business judgment rule, rather than the less deferential entire fairness standard, if the controlling stockholder self-disables by committing to special committee and majority-of-the-minority approval before “economic negotiations” take place, even if the controlling stockholder fails to do so in […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Going private, Merger litigation, Mergers & acquisitions, MFW, Special committees
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Weekly Roundup: October 26-November 1, 2018
Effective Board Evaluation Posted by Steve Klemash, Rani Doyle, and Jamie C. Smith, EY Center for Board Matters, on Friday, October 26, 2018 Tags: Board evaluation, Board monitoring, Board oversight, Board performance, Boards of Directors, Long-Term value, Oversight 2018 CPA-Zicklin Index Posted by Bruce F. Freed, Karl Sandstrom, Dan Carroll, and Caitlin Moniz, Center for Political Accountability, on Friday, October 26, 2018 Tags: Accountability, Boards of […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Leveling the Hunting Field
Like any predator, a wolf must carefully time its strike when pursuing prey. Certain species of shareholder activists operate under a similar imperative. Flawed disclosure rules in the United States give them an unfair advantage. A few years ago, hedge fund Pershing Square—which popped up on Oct. 9 with a 1.1 percent stake in coffee […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Disclosure, Hedge funds, Pershing Square, Schedule 13D, SEC, Securities regulation, Shareholder activism
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Do an Insider’s Wealth and Income Matter in the Decision to Engage in Insider Trading?
A body of literature shows that corporate insiders’ trades predict future abnormal returns, suggesting that insiders generally exploit their information advantage about firm prospects to make trading decisions (e.g., Seyhun, 1986; Lakonishok and Lee, 2001; and Cohen et al., 2012). However, the abnormal returns that insiders have been reported to earn are, on average, surprisingly […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation, Securities Litigation & Enforcement
Tagged Behavioral finance, Cost-benefit analysis, Firm performance, Incentives, Information asymmetries, Information environment, Inside information, Insider trading, International governance, Reputation, Risk-taking, Securities enforcement, Sweden
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A Fully Operational Token Platform
Too often, token issuers have been asking the wrong legal and regulatory questions, and sadly, they have too often been receiving bad answers to those questions. In the frothy environment for tokens that (may have) recently cooled off, questions that token issuers often asked were, “How quickly can I do my token offering?”, or sometimes, […]
Click here to read the complete postMateriality and Efforts Qualifiers—Some Distinctions, Some Without Differences
Much deserved attention has been paid to the first finding of a “material adverse change” (MAC) by a Delaware court in the recent Akorn decision. Of perhaps equal practical importance to dealmakers is the court’s guidance on a question that has long occupied draftspersons—whether or not there is, and the extent of, any legal difference […]
Click here to read the complete postCracking the Corwin Conundrum and Other Mysteries Regarding Shareholder Approval of Mergers and Acquisitions
Corporate mergers and acquisitions are big business and so is the constant stream of litigation challenging board decisions to enter such transactions. Plaintiffs cast these actions as a contest between victimized shareholders and faithless directors. Yet, merging or selling a corporation normally requires approval by the shareholders, who rarely vote down the deal. This apparent […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Mergers & Acquisitions, Securities Litigation & Enforcement
Tagged Controlling shareholders, Corwin, Delaware articles, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder voting
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Comment Letter in Advance of SEC Staff Roundtable on the Proxy Process
This submission is in response to Chairman Clayton’s July 30 press release announcing a staff roundtable on the proxy process and calling for submissions from interested parties. It refers in particular to proxy advisory firms and is distinguished from my October 8, 2018 comment letter that focused on additional disclosures by investment advisers to mutual […]
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