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HLS Faculty & Senior Fellows
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
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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Political, Social, and Environmental Shareholder Resolutions: Do they Create or Destroy Shareholder Value?
The increased use of politically-charged shareholder resolutions has garnered considerable attention in recent years, as shareholder meetings have become venues for discussion and debate regarding corporate positions and actions on issues of the day. Recent proxy seasons have seen corporate management being asked to address issues as diverse as deforestation, corporate clean energy goals, climate […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Institutional Investors, Shareholder activism, Shareholder proposals, Shareholder voting, Sustainability
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Untangling the Tangled Web of Cybersecurity Disclosure Requirements: A Practical Guide
The consequences of a cybersecurity incident can be severe. The economic loss associated with an incident can often be compounded by reputational damage, loss of trade secrets, destruction of assets, operational impairment, lost revenue following the announcement of the cybersecurity incident and the expense of implementing remedial measures. The timing and content of any public […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Contracts, Cybersecurity, Disclosure, EU, Europe, GDPR, International governance, Regulation FD, Risk, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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The Law and Finance of Initial Coin Offerings
The rise of new technologies is changing the way companies raise funds. Along with the increase of crowdfunding in recent years, the use of Initial Coin Offerings (ICOs) has emerged more recently as a new form to raise capital. Companies in the United States raised more than $4 billion in 2017 and over $6.3 billion […]
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Posted in Academic Research, Securities Regulation
Tagged Blockchain, Capital formation, Cryptocurrency, Equity offerings, Financial technology, ICOs, Securities regulation
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Don’t Blame Stock Markets for Peril of Short-Termism
The Business Roundtable, a prestigious organisation of the CEOs of the largest American companies, last week urged large public companies to stop telling investors what senior executives expect quarterly earnings will be. Their effort arises from the widespread belief that the scourge of market-driven short-termism is seriously damaging the American economy. Ending this quarterly earnings […]
Click here to read the complete postRemarks to the SEC Investor Advisory Committee
I’d like to start by extending a special welcome to the three individuals who have generously agreed to serve as new Committee members. Paul Maloney, Lydia Mashburn, and J.W. Verret, thank you for joining us. I look forward to your contributions to the important work of this Committee. I would also like to thank our […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Conflicts of interest, Cryptocurrency, Disclosure, ICOs, Investment advisers, Investor protection, Retail investors, SEC, SEC enforcement, Securities regulation
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Highlights of Proposal to Simplify the Volcker Rule
[On May 30, 2018], the Federal Reserve Board approved a 373-page notice of proposed rulemaking that represents a first step toward simplifying and clarifying the Volcker Rule. The other four agencies responsible for implementation are expected to approve the notice in the coming days. Below is a brief summary of the key headlines and proposals […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting, Accounting standards, Banks, Compliance and disclosure interpretation, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, Liquidity, Mutual funds, Proprietary trading
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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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