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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
The Race to the Bottom in Global Securities Regulation
In a forthcoming article, we tell the story of our class action against Teva Pharmaceutical Industries as an illustration of the global race to laxity in the regulation of capital markets. Teva is an Israeli company traded in Israel and the United States. It is the largest generic drug maker in the world. Its market value […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Executive Compensation, International Corporate Governance & Regulation, Securities Regulation
Tagged Capital markets, Class actions, Compensation disclosure, Disclosure, Executive Compensation, International governance, Israel, Securities regulation
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Gender Quotas in California Boardrooms
By August 31, 2018, California could become the first state in the nation to mandate publicly held companies that base their operations in the state to have women on their boards. The legislation—SB 826—will require public companies headquartered in California to have a minimum of one female on its board of directors by December 31, 2019. […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board composition, Boards of Directors, California, Director compensation, Diversity, SB 826, State law
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Securing Financial Stability: Systematic Regulation of Systemic Risk
Regulators worry that the “macroprudential” regulation enacted since the financial crisis to protect financial stability may be inadequate to prevent another crisis. This paper examines that regulation with a decade of hindsight. The primary focus of that regulation has been to protect against the failure of systemically important financial institutions (“SIFIs”) or to mitigate the systemic […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Capital requirements, Financial crisis, Financial institutions, Financial regulation, Incentives, Information environment, Market efficiency, Moral hazard, Prudence, Shocks, SIFIs, Systemic risk, Too big to fail
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Lazard’s 2Q 2018 13F Filing Analysis
Rule 13F-1 of the Securities Exchange Act of 1934 requires institutional investors with discretionary authority over more than $100m of public equity securities to make quarterly filings on Schedule 13F Schedule 13F filings disclose an investor’s holdings as of the end of the quarter, but generally do not disclose short positions or holdings of certain […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Filings, Hedge funds, Institutional Investors, Long-Term value, Rule 13F-1, Schedule 13F, Securities Act, Shareholder activism
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Fintech as a Systemic Phenomenon
Fintech is the hottest topic in finance today. Bankers are racing to adopt it, policymakers are debating how to facilitate it, investors are pouring money into it, and academics are writing about it. Fintech is visibly “disrupting” the way we conduct financial transactions. Invisibly, it is also changing the way we think about finance. The […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, Securities Regulation
Tagged Algorithmic trading, Blockchain, Capital markets, Cryptocurrency, Financial regulation, Financial technology, ICOs, Innovation, Market efficiency, Securities regulation, Systemic risk
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Performance Awards and Say on Pay
With most annual shareholder meetings concluded, a majority of shareholders have had the opportunity to vote on 2018 compensation packages. While companies are not legally bound by their Say on Pay results, there are still plenty of incentives, such as shareholder confidence in the board and management, to motivate them to work towards a passing […]
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Posted in Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Compensation committees, Equity-based compensation, Executive Compensation, Management, Pay for performance, Say on pay, Shareholder voting
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The CFIUS Reform Bill
On August 1, 2018, the Senate passed the Foreign Investment Risk Review Modernization Act (FIRRMA) as part of the 2019 defense authorization bill. FIRRMA represents the most sweeping changes to the law governing the Committee on Foreign Investment in the United States (CFIUS) since the passage of the Foreign Investment and National Security Act of […]
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Posted in Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged CFIUS, China, Filings, FIRRMA, Institutional Investors, International governance, Private equity, Securities enforcement, Securities regulation
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Awakening Governance: ACGA China Corporate Governance Report 2018
With its securities market continuing to internationalise and grow in complexity, China appears at a turning point in its application of CG and ESG principles. The time is right to strengthen communication and understanding between domestic and foreign market participants. Introduction: Bridging the gap The story of modern corporate governance in China is closely connected […]
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Posted in Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged China, Corporate culture, Engagement, ESG, Foreign firms, Institutional Investors, International governance, Management, Ownership, State control, Surveys
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High-Quality Sales Processes and Appraisal Proceedings
Two recent decisions by the Delaware Court of Chancery underscore that the outcome of an appraisal proceeding often will turn on the quality of a company’s sale process. While recent Delaware Supreme Court appraisal jurisprudence supports relying on the negotiated merger transaction price as the most reliable evidence of a seller’s fair value, flaws in […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Delaware cases, Delaware law, Fairness review, Go-shop, In re Appraisal of Dell, In re Appraisal of DFC Global, Market efficiency, Merger litigation, Mergers & acquisitions, Reliance
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