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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
FSOC Designation Treasury Report: A Fundamental Shift
Creating an inter-agency panel of financial regulators to monitor systemic risk was a hallmark achievement of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). The Financial Stability Oversight Council (FSOC), as Dodd-Frank coined it, was designed to correct perceived deficiencies in regulation—many different regulators oversaw different pieces of the financial system but […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Banks, CHOICE Act, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, FSOC, SIFIs, Systemic risk, Too big to fail, Treasury Department
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2017 Financial Stability Report
The OFR’s Financial Stability Report presents our annual assessment of U.S. financial stability. The financial system is now far more resilient than it was at the dawn of the financial crisis 10 years ago. But new vulnerabilities have emerged. Chapter 1 of the complete publication (available here) highlights three potential threats to financial stability: vulnerability […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Asset bubbles, Bankruptcy, Banks, Derivatives, Financial crisis, Financial institutions, Financial regulation, Leverage, Liquidity, Market efficiency, Market reaction, Risk management, SIFIs, Systemic risk, Transparency
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Stock Market Evaluation, Moon Shots, and Corporate Innovation
We test how stock market overvaluation affects corporate innovative activities and success. Under what we call the misvaluation hypothesis of innovation, firms respond to market overvaluation by engaging more heavily in innovative activities, resulting in higher future innovative output. We further argue that overvaluation encourages the most risky and creative forms of innovation (“moon shots”). […]
Click here to read the complete postWeekly Roundup: January 26–February 1, 2018
Corporate Governance Update: Boards, Sexual Harassment, and Gender Diversity Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, January 26, 2018 Tags: Board composition, Boards of Directors, Corporate culture, Diversity, Misconduct, Oversight, Risk assessment, Risk management Informed Trading and Cybersecurity Breaches Posted by Joshua Mitts and Eric Talley (Columbia Law School), on Friday, January 26, 2018 Tags: Cybersecurity, Disclosure, Information asymmetries, Information […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Changing Face of Shareholder Activism
Activism is about driving change. Shareholders turn to it when they think management isn’t maximizing a company’s potential. Activism can include anything from a full-blown proxy contest that seeks to replace the entire board, to shareholder proposals asking for policy changes or disclosure on some issue. In other cases, shareholders want to meet with a […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Hedge funds, Institutional Investors, Mutual funds, Pension funds, Proxy access, Shareholder activism, Shareholder proposals, Shareholder voting
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Disasters and Disclosures
Corporate disasters happen with unnerving frequency. These can be visibly dramatic events like the BP Deepwater Horizon oil rig catastrophe, with loss of life, environmental damage, and great consequential economic loss. Many are (or are also) legal compliance disasters: a massive fine or penalty imposed on the company after government authorities determine that the corporation […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Securities Regulation
Tagged Corporate Social Responsibility, Disclosure, ESG, Fraud-on-the-Market, Information environment, Reputation, Risk disclosure, Risk management, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Sustainability
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The Highest-Paid Boards
Since the enactment of Say on Pay following the passage of Dodd-Frank, executive compensation has been closely watched and scrutinized by corporate shareholders. However, the compensation of those who represent shareholders—the board of directors—often flies under the radar. While no mandated check or balance like Say on Pay currently exists for director compensation, recent events […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors
Tagged Boards of Directors, Director compensation, Glass Lewis, Institutional Investors, ISS, Peer groups, Proxy advisors, Shareholder voting
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Activists and Socially Responsible Investing
At first blush, activists embracing socially responsible investing sounds like an oxymoron. After all, a common perception is that activist investors are solely financial engineers who seek short-term stock market gains by leveraging balance sheets, selling off valuable corporate assets and imprudent cost-cutting of R&D and other long-term value creators. What could be farther from […]
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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, Corporate Social Responsibility, ESG, Institutional Investors, Long-Term value, Shareholder activism, Shareholder proposals, Shareholder voting
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2017 Year in Review: Corporate Governance Litigation & Regulation
Delaware courts have recently issued decisions that have fundamentally altered corporate governance litigation. In 2016, the Court of Chancery changed the landscape for resolution of class actions on the basis of “disclosure-only” settlements, i.e., settlements without any monetary payment to the class. In In re Trulia, Inc. Stockholder Litig., the Court of Chancery refused to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Blockchain, Books and records, Controlling shareholders, Corwin, Delaware cases, Delaware law, DGCL, DGCL Section 220, Disclosure, Fairness review, In re Appraisal of Dell, In re Trulia, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law
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