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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
Fiduciary Duties of Buy-Side Directors: Recent Lessons Learned
Significant acquisitions always present risks to the acquiring entity and its stockholders. These risks may arise from, among other things, integration challenges or failing to identify operational problems or liabilities during due diligence that adversely affect the price paid to the sellers. Nevertheless, in the context of an acquisition—even a significant, “bet the company” transaction—the […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Fiduciary duties, Mergers & acquisitions, Shareholder suits
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ESG and Sustainability: The Board’s Role
In light of evolving—and sometimes actively debated—perspectives on the role of public companies with respect to sustainability, corporate social responsibility and other ESG matters (e.g., Barron’s recent report on Sustainable Investing), we are providing a high-level overview of how boards of directors and senior management teams may wish to approach these issues: Be aware that […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Practitioner Publications
Tagged Boards of Directors, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Shareholder activism, Shareholder proposals, Sustainability
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Weekly Roundup: June 22-28, 2018
A Public Option for Bank Accounts (or Central Banking for All) Posted by Morgan Ricks (Vanderbilt University), John Crawford (University of California), and Lev Menand, on Friday, June 22, 2018 Tags: Banks, Capital markets, Central banking, Federal Reserve, Financial institutions, Financial regulation, Public interest Gender Quotas on California Boards Posted by Ron Berenblat, Andrew Freedman, and Steve Wolosky, Olshan Frome Wolosky LLP, on Friday, […]
Click here to read the complete postThe SEC Draft Strategic Plan for 2018-2022
Our Mission To protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation. Our Vision To promote capital markets that inspire public confidence and provide a diverse array of financial opportunities to retail and institutional investors, entrepreneurs, public companies, and other market participants. Our Values Integrity: We inspire public confidence and trust by […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation
Tagged Cybersecurity, Financial technology, Human capital, Investor protection, SEC, SEC enforcement, Securities regulation
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ETF Ownership and Corporate Investment
Recent work has highlighted that exchange traded funds (ETFs) contribute to a decrease in the pricing efficiency of the underlying securities (Ben-David, Franzoni and Moussawi, 2017). This is because, due to their high liquidity, ETFs attract high-frequency traders. Moreover, since ETFs and the underlying assets are bound by no arbitrage conditions, volatility in ETFs caused […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Efficiency, Exchange-traded funds, Index funds, Information asymmetries, Information environment, Institutional Investors, Management, Market reaction, Mutual funds
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FIRRMA Is Coming: How to Get Ready
On May 22, 2018, congressional committees in both the U.S. Senate and House of Representatives advanced the Foreign Investment Risk Review Modernization Act, or “FIRRMA.” This legislation, which the Senate Armed Services Committee also included in its version of the National Defense Authorization Act, likely will be enacted into law in the next few months, […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged Compliance and disclosure interpretation, Foreign firms, Innovation, International governance, Jurisdiction, R&D, Securities regulation
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Surprises from the 2018 Proxy Season
As the 2018 proxy season enters its final weeks, several notable trends have emerged which may inform post-season engagements and shape next year’s shareholder campaigns. Calls for various types of climate action have resonated strongly with investors as have social initiatives on gun violence, sexual misconduct and the opioid epidemic. Pay programs have faced more […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Boards of Directors, Corporate Social Responsibility, Diversity, Environmental disclosure, ESG, Executive Compensation, Institutional Investors, Proxy season, Shareholder meetings, Shareholder proposals, Shareholder voting
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Trade Secrets Protection and Antitakeover Provisions
Few topics have received more attention in the academic literature than public corporations’ use of antitakeover provisions. Despite the voluminous literature, we still do not fully understand why managers adopt antitakeover provisions, if their use represents “good” or “bad” governance, and which of the provisions, if any, offer actual protection against takeovers (Straska and Waller […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Empirical Research, Mergers & Acquisitions
Tagged Antitakeover, Boards of Directors, Firm valuation, Hostile takeover, Human capital, Management, Mergers & acquisitions, Takeover defenses, Takeovers
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Clarifying Class Action Tolling
[On June 11, 2018], the Supreme Court resolved a circuit split regarding whether the filing of a class action lawsuit tolls the statute of limitations for putative class members to file their own class actions. In China Agritech, Inc. v. Resh, 584 U.S. , 2018 WL 2767565 (June 11, 2018), the Court held that […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Securities litigation, Statute of limitations, Supreme Court, Tolling, U.S. federal courts
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Peer Selection and the Wisdom of the Crowd: Considerations for Companies and Investors
Peer groups form the bedrock of many company pay-setting exercises. Benchmarking CEO pay to a target value, typically the median pay of a group of “peer” companies, is a standard practice used by compensation committees; more than 97 percent of S&P 500 companies disclose benchmarking peer groups. And while there was once significant skepticism among […]
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Posted in Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Benchmarks, Executive Compensation, ISS, Management, Pay for performance, Peer effects, Peer groups, Say on pay
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