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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
Measuring Effectiveness: Roadmap to Assessing System-Level and SDG Investing
As responsible investment in its various forms makes increasing inroads into the investment community, the question of how such investors set their goals and measure their progress toward these goals is of ever greater importance. As to their financial goals, the answer is relatively clear: traditional investors integrating environmental, social and governance concerns into the […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, Practitioner Publications
Tagged Climate change, Corporate Social Responsibility, Environmental disclosure, ESG, Impact investing, Information environment, Sustainability, Transparency
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How Should Financial Regulators Handle the Bitcoin Era?
Financial regulators in the United States and abroad have recently trained their sights on innovations at the intersection of finance and technology. Cryptocurrencies like Bitcoin and Ethereum have come under fire, as have other fintech firms. But despite a flurry of activity and increasing attention to the issue, regulators have struggled to apply old law […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, Securities Litigation & Enforcement, Securities Regulation
Tagged Banks, Bitcoin, Blockchain, Crowdfunding, Cryptocurrency, Financial institutions, Financial regulation, Financial technology, ICOs, SEC, Securities enforcement, Securities regulation, Systemic risk
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HLS Program Seeks Academic Fellows
The Harvard Law School Program on Corporate Governance is seeking applications from highly qualified candidates who are interested in working with the Program, and Program Director Lucian Bebchuk, as Post-Graduate Academic Fellows in the areas of corporate governance and law and finance. Candidates should be interested in spending two to three years at Harvard Law […]
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Posted in Program News & Events
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Ten Crypto-Financing Caveats
Floyd “Money” Mayweather is one of the greatest pound-for-pound boxers in history, while DJ Khaled is a brilliant musical artist and wildly popular Internet phenomenon. The two superstars actually have a lot in common. They are both: astute, accomplished and prosperous entrepreneurs; larger-than-life personas, with tens of millions of online followers and fans; and extraordinary […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Cryptocurrency, Equity offerings, Financial technology, FinCEN, Howey test, ICOs, Money laundering, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation
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The Investor View on Executive Compensation in 2018
In the first few months of 2018, significant media attention has been focused on new pay-ratio disclosures and how the repeal of the Section 162(m) performance-based compensation tax deductions will impact executive-compensation decisions. But behind the headlines, top of mind for investors voting proxies are perennial and emerging topics such as the alignment of metrics […]
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Posted in Accounting & Disclosure, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Executive Compensation, Institutional Investors, Say on pay, Section 162(m), Securities regulation
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Appraisal Rights: Navigating the Maze After DFC Global, Dell, and Aruba
It’s easy to throw up your hands at the current state of the law on appraisal rights in Delaware. In a bit more than a decade an appraisal arbitrage industry has emerged—spawned by decisions that shares purchased post record date may be the subject of an appraisal proceeding without proof that they were not voted […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Agency costs, Appraisal rights, Delaware cases, Delaware law, Fair values, Firm valuation, In re Appraisal of Dell, In re Appraisal of DFC Global, Mergers & acquisitions, Shareholder suits, Target firms
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Median Employee Pay Not Quite the Spectacle Anticipated
…Yet May Still Spark Employee Relations and Media Fires Congress—in the aftermath of the financial crisis in 2010—enacted a law requiring public companies to identify the compensation of their median-paid employee, compare that to the CEO as a ratio, and disclose it each year. As noted by the SEC in enacting rules to implement the […]
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Posted in Accounting & Disclosure, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Executive Compensation, Public firms, Public perception
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Activists are Hereby on Notice: Board Authority to Reject Deficient Director Nominations
In a closely watched decision, the Superior Court of Washington for King County in Blue Lion Opportunity Master Fund, L.P. vs. HomeStreet, Inc., No. 18-2-06791-0 SEA, affirmed the authority of a corporation’s board of directors to reject a notice of director nominations and shareholder proposals for failure to comply with an advance notice bylaw. In the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Advanced notice, Boards of Directors, Charter & bylaws, Shareholder activism, Shareholder meetings, Shareholder nominations, Shareholder proposals, Shareholder voting, State law
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Are Dual-Class Companies Harmful to Stockholders? A Preliminary Review of the Evidence
Clarion calls for regulating dual-class stock have become a common occurrence. For example, the Council of Institutional Investors (“CII”) has called upon the NYSE and Nasdaq to adopt a rule requiring all companies going public with dual-class shares to include a so-called “sunset provision” in their charter, which would convert the company to a single […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors
Tagged Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Firm performance, Index funds, Institutional Investors, Minority shareholders, Shareholder primacy, Shareholder voting
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