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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Clarifying Appraisal Rights in Complicated Transactions
In City of North Miami Beach Genl. Employees’ Retirement Plan v. Dr Pepper Snapple Group, Inc. (June 1, 2018), the Court of Chancery held that appraisal rights are not available to the stockholders of Dr Pepper in connection with a transaction structure (involving a reverse triangular merger and a special cash dividend to the target […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Delaware cases, Delaware law, DGCL Section 262, Merger litigation, Mergers & acquisitions
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Update on The New Paradigm: The Evolution of Stewardship Principles
When The New Paradigm (which we prepared for the World Economic Forum) and similar corporate governance frameworks were published in 2016-17, there was a broad consensus among business leaders and investors on the critical need to restore a long-term perspective. Pervasive and acute pressures for near-term financial results have been discouraging R&D, capex, employee training […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Institutional Investors, Investor horizons, Long-Term value, New Paradigm, Proxy contests, Shareholder activism, Shareholder voting, Short-termism, Stewardship
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George Stigler on His Head: The Consequences of Restrictions on Competition in (Bank) Regulation
Like many pieces of financial legislation, the Dodd-Frank Act of 2010 was passed in the aftermath of a major financial crisis. Such crises have been a recurring feature of U.S. economic and political history since at least the nineteenth century. Nevertheless, it is only their aftermath, when the embers of the financial system are still […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Capital requirements, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Liquidity, Stress tests, Systemic risk, Volcker Rule
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Sandbagging in Delaware
In the private M&A context, “sandbagging” refers to a buyer, who despite having knowledge of a breach of representation or warranty by a seller at some time before closing, proceeds with the closing and then seeks indemnification from the seller for the breach of representation or warranty of which it had prior knowledge. The popular […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Delaware cases, Delaware law, Disclosure, Indemnification, Merger litigation, Mergers & acquisitions, Reliance
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Observations on Culture at Financial Institutions and the SEC
Thank you Bill [Dudley] for that kind introduction and for inviting me to speak today [June 18,2018]. I’m planning to speak for fifteen or so minutes and to open the floor to questions. I want to extend my congratulations to Bill Dudley on a very successful term. You are now a member of the long […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accountability, Banks, Broker-dealers, Compliance & ethics, Corporate culture, Disclosure, Financial institutions, Financial regulation, Securities regulation
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Audit Tenure and the Timeliness of Misstatement Discovery
Is long auditor tenure beneficial or detrimental for audit quality? This is the question we are trying to address in this article. The impact of audit firm tenure and auditor rotation on audit quality have long been debated both within academia and by regulators in the US and globally. The debate has centered on two […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Accounting standards, Audits, External auditors, Financial reporting, Internal auditors, Restatements, Sarbanes–Oxley Act
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Understanding the Dutch Poison Pill
Ahold Delhaize, the biggest food retail group in the Benelux region with a rough market cap of €25 billion, is facing pushback from shareholders over a unique Dutch practice. The company recently announced that it had extended its call option agreement with a foundation called “Stichting Continuïteit Ahold Delhaize” or “SCAD” (roughly translated as the […]
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Posted in Boards of Directors, Institutional Investors, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, Boards of Directors, Corporate forms, Family firms, International governance, Mergers & acquisitions, Netherlands, Poison pills, Takeover defenses, Takeovers
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T. Rowe Price’s Investment Philosophy on Shareholder Activism
We are long-term investors. The core of the T. Rowe Price client-centered investment philosophy is to utilize proprietary research to guide active investment selection and diversification to reduce risk. For more than 80 years, our collaborative, disciplined approach has stood the test of time. Proprietary, fundamental research is a critical foundation of our equity investment […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, ESG, Institutional Investors, Long-Term value, Management, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder voting, Short-termism
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Significant Revisions of the Volcker Rule
This week, the Board of Governors of the Federal Reserve System (the “Board”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Office of the Comptroller of the Currency (the “OCC”) each issued a Notice of Proposed Rulemaking (“the Notice”) proposing a number of changes to the Volcker Rule. In summary, as described in more […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Capital requirements, Compliance and disclosure interpretation, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, Liquidity, Mutual funds, OCC, Proprietary trading, Volcker Rule
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The Effect of Enforcement Transparency: Evidence from SEC Comment-Letter Reviews
Regulators increasingly rely on policies to disseminate their oversight actions, with the assertion that the disclosure of regulatory oversight activities can enhance the effect of enforcement by increasing third-party monitoring. However, the validity of this assertion has rarely been tested. In this study, we examine the effect of the public disclosure of the Securities and […]
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