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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
What Do Investors Ask Managers Privately?
Investors and managers of publicly traded firms spend a considerable amount of time speaking privately. According to the consultancy Ipreo, the average publicly traded firm conducts more than 100 one-on-one meetings annually with investors. While growing body of research provides evidence that these offline interactions offer investors in attendance opportunities to make more informed trading […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Behavioral finance, Disclosure, Fund managers, Information environment, Inside information, Investor horizons, Management, Managerial style, Regulation FD, Social networks
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Strict Supervision, Bank Lending and Business Activity
A recurring theme in banking crises is the public backlash against bank supervisors for their failure to take prompt and decisive action to unearth and correct problems of weak banks. The latest crisis is no exception. A recent poll by the Initiative on Global Markets (IGM) at the Booth School of Business shows that leading […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Financial Crisis, Financial Regulation
Tagged Bank loans, Banks, Capital markets, Debt-equity ratio, Depository banking, FDIC, Financial crisis, Financial institutions, Financial reform, Financial regulation, OCC, OTS, Risk management, Securities lending, Thrifts
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Remarks at the Inaugural Meeting of the Fixed Income Market Structure Advisory Committee
I am delighted to welcome all of you to the inaugural meeting of the Fixed Income Market Structure Advisory Committee, or “FIMSAC” as many of us like to call it. This is a significant day for the Commission. There are a few matters of importance to discuss, and I will try to be efficient, as […]
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Posted in Derivatives, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Bonds, Capital markets, Debt securities, Derivatives, Equity securities, Liquidity, Municipal securities, OTC derivatives, Retail investors, SEC, Securities regulation
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Paying for Performance in Private Equity: Evidence from VC Partnerships
Limited partner agreements in private equity typically focus on three elements of compensation: Management fees, carried interest, and the timing provisions that govern when general partners receive carried interest. By now, the standard conventions in most Limited Partnership Agreements (LPAs) are well understood by most observers and students of the industry—most investment managers (general partners, […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Private Equity
Tagged Behavioral finance, Capital formation, Contracts, Due diligence, Fund performance, Incentives, Partnerships, Pay for performance, Private equity, Signaling, Venture capital firms
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What the New Tax Rules Mean for M&A
President Trump has signed into law the most sweeping changes to business-related federal income tax in over three decades. The new law, referred to as the Tax Cuts and Jobs Act (the “Act”), is expected to have far-reaching implications for domestic and multinational businesses as well as domestic and cross-border transactions, impacting the structure, pricing […]
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Posted in Executive Compensation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Cross-border transactions, Executive Compensation, Interest, International governance, Inversions, Mergers & acquisitions, Subsidiaries, Taxation
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Busy Directors and Shareholder Satisfaction
The job of a corporate director has become increasingly time consuming. The Wall Street Journal recently reported that the director of a public firm spends an average of 248 hours a year on each board, up from 191 hours in 2005. In light of this growing time demand, corporate directors face increasing investor scrutiny regarding […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board composition, Board monitoring, Board performance, Boards of Directors, Director qualifications, Firm performance, Shareholder voting
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Weekly Roundup: January 5–11, 2018
Non-rating Revenue and Conflicts of Interest Posted by Bo Becker and Ramin Baghai (Stockholm School of Economics), on Friday, January 5, 2018 Tags: Conflicts of interest, Financial crisis, India, International governance, Ratings agencies Tax Reform Implications for U.S. Businesses and Foreign Investments Posted by Philip Wagman, Richard Catalano, and Alan Kravitz, Clifford Chance, on Friday, January 5, 2018 Tags: Cross-border transactions, Foreign firms, International governance, Inversions, Mergers & […]
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On December 22, 2017, the Securities and Exchange Commission’s Division of Corporation Finance released Form 8-K Compliance and Disclosure Interpretation 110.02 and its Office of the Chief Accountant published Staff Accounting Bulletin No. 118, which provide guidance on reporting accounting impacts of the recently enacted tax reform legislation. The new C&DI clarifies that disclosure under […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged 401(k), Compliance and disclosure interpretation, Disclosure, Financial reporting, Form 8-K, SEC, Securities regulation, Taxation
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The Most Important Developments in M&A Law in 2017
Appraisal, Corwin, Controllers, Director Self-Interest, Disclosure, M&A Agreements, MLPs, Financial Advisors Below, we (i) outline the key developments in M&A law in 2017; (ii) review the transformation that has occurred since 2014; and (iii) summarize the Delaware courts’ major 2017 decisions.
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Boards of Directors, Business judgment rule, Controlling shareholders, Corwin, Delaware law, Disclosure, Duty of good faith, Fair values, Financial advisers, Liability standards, Mergers & acquisitions, Shareholder activism, Shareholder suits
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Political Uncertainty and Cross-Border Acquisitions
Cross-border acquisitions have become increasingly popular as more firms expand their businesses across national borders. Yet, politicians frequently make decisions that alter the environment in which firms operate, which creates a significant amount of uncertainty for acquisition decisions. Business executives often cite uncertainty as a major threat to investments and growth. Considering the rising importance […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Cross-border transactions, International governance, Legal systems, Mergers & acquisitions, Presidential elections, Risk, Shocks
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