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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
Marking to Market Versus Taking to Market
Accounting statements are the primary source of verified information that firms provide to their stakeholders, and therefore an important ingredient of corporate governance. Accounting measurements are in particular explicit inputs in executive compensation contracts, debt covenants, and regulations such as prudential rules for financial institutions. They also play a more implicit but pervasive role in […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Agency costs, Contracts, Fair values, Information environment, Market efficiency, Signaling
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Stock Buyouts and Corporate Cashouts
Thank you so much, Neera, for that very kind introduction. I’ve long admired all that you and everyone here at the Center for American Progress do to promote a progressive economic agenda. And I share your commitment to making sure our markets are safe and efficient—and fair for all Americans. So it’s a real honor […]
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Posted in Executive Compensation, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Executive Compensation, Long-Term value, Repurchases, SEC, Securities regulation, Shareholder value, Taxation
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Rolling Back the Dodd-Frank Reforms
On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”), marking the first set of much anticipated roll-backs of the Dodd-Frank Act of 2010. Although heralded in the media as a dramatic step away from regulatory reforms introduced by Dodd-Frank, the changes included in the […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Capital requirements, Dodd-Frank Act, Financial institutions, Financial reform, Financial regulation, Liquidity, Systemic risk, Volcker Rule
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Index Fund Stewardship
In an article published in the American Economic Association’s Journal of Economic Perspectives, The Agency Problems of Institutional Investors (Bebchuk, Cohen and Hirst (2017) or “BCH”), we put forward and applied an analytical framework for understanding the monitoring and engagement decisions made by index funds. (Our article also extend the framework to actively managed funds). In light of […]
Click here to read the complete postLegislative Threat to Shareholder Rights
Shareholder rights are once again under legislative threat. Introduced May 10, HR 5756 would require the SEC to adjust resubmission thresholds for shareholder proposals. The language mirrors that of the Financial CHOICE Act in calling for substantial increases to the level of support required for proposals to stay on the ballot: the threshold for first-year […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, CHOICE Act, Corporate Governance Reform and Transparency Act, Corporate Social Responsibility, ESG, Institutional Investors, Proxy access, Proxy advisors, Securities regulation, Shareholder proposals, Shareholder voting, US House
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Implementation of MFW Standard in New York
In another significant M&A decision from the New York Supreme Court, the controlling stockholder of a Delaware corporation failed to obtain judicial deference under the so-called “MFW” framework for its merger with the corporation. The MFW framework allows a controlling stockholder transaction that would otherwise be subject to the difficult entire fairness standard of judicial review in […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Boards of Directors, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Merger litigation, Mergers & acquisitions, New York, State law
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Cost of Experimentation and the Evolution of Venture Capital
The introduction of cloud computing services in the mid 2000s was a fundamental technological shift that has also had an impact on the financing landscape for Internet and web-based startups. A key benefit of cloud computing for such startups is the ability to “rent” hardware space in small increments and scale up as demand grows, […]
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Posted in Academic Research, Empirical Research
Tagged Capital formation, Capital markets, Information environment, Innovation, Tech companies, Venture capital firms
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Governance of the 25 Largest European Banks a Decade After the Crisis
This summer marked the 10-year anniversary of the start of the global financial crisis. Over the 18 months following August 2007, several bank collapses in the United States, Germany and Britain, culminating with the demise of Lehman Brothers in September 2008 shook the financial system to its core. The interconnectivity of the world’s financial system […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Crisis, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Board composition, Board independence, Board tenure, Board turnover, Boards of Directors, Director compensation, Europe, Financial crisis, International governance, Risk committee, Risk management
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Standing Up for the Retail Investor
A new shareholder advocacy group has been formed, the Main Street Investors Coalition. The Coalition aims to mitigate the adverse effects created by the concentration of shareholder voting power that now resides in the hands of mutual fund advisors. This concentration has developed because of the growing popularity of index mutual funds and the industry […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Boards of Directors, Dual-class stock, ESG, Index funds, Institutional Investors, Investor protection, Management, Mutual funds, Pension funds, Proxy access, Proxy advisors, Shareholder activism, Shareholder voting, Vanguard
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Five Key Points from the Financial Regulation Relief Law
[May 24], the President signed the Economic Growth, Regulatory Relief, and Consumer Protection Act, the first major financial services legislation since Dodd-Frank. The act received crucial bipartisan support in the Senate and passed the House on May 22nd to triumphant cheers from the banking industry. It is not a major overhaul of Dodd-Frank, nor is […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Federal Reserve, Financial institutions, Financial reform, Financial regulation, Foreign banks, Liquidity, SIFIs, Systemic risk, Volcker Rule
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