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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
- 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
Critical Update Needed: Cybersecurity Expertise in the Boardroom
We recently published a paper on SSRN, Critical Update Needed: Cybersecurity Expertise in the Boardroom, that evaluates the quality of information presented by management to directors in advance of board meetings. Below is a reproduction of the text. As part of its oversight responsibilities, the board of directors is expected to ensure that management has […]
Click here to read the complete postGoverning Through Disruption: A Boardroom Guide to 2018
Boards of directors govern in an increasingly dynamic environment marked by technological and business model disruption, regulatory and enforcement uncertainty, political unrest, and expanding expectations about the company’s role in addressing societal problems. Innovative uses of technology are driving changes in competitive conditions, and creating opportunities for inventive companies, but peril for those that are […]
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Posted in Accounting & Disclosure, Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Board turnover, Boards of Directors, Corporate culture, Director qualifications, Diversity, Engagement, General counsel, Institutional Investors, Long-Term value, Management, Risk management, Shareholder activism, Shocks
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Executives in Politics
Over the last two decades, the share of corporate executives holding political office in the United States increased substantially, which resulted in large benefits for their firms and shifted the balance of power toward corporate interests On November 8, 2016 Donald Trump won the U.S. Presidency. While his election was unusual in many respects, Trump […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Congressional elections, Firm valuation, Management, Manager characteristics, Political spending, Social networks, US House, US Senate
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Derivative Suits and Unlawful Business Practices
A Delaware court recently allowed a stockholder’s derivative complaint to proceed where the board of directors allegedly breached their duty of loyalty by knowingly allowing the company to violate a federal regulation. In upholding the complaint, the court examined the company’s prior SEC disclosures describing its business practices to conclude they violated the “plain language” […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, CFTC, Compliance and disclosure interpretation, Compliance officer, Delaware law, Derivative suits, Director liability, Disclosure, Dodd-Frank Act, Duty of loyalty, Fiduciary duties, Liability standards, Regulation 5.16, SEC, Securities enforcement, Securities litigation, Securities regulation, Shareholder suits
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Representations and Warranties Insurance in M&A Transactions
Under a buy-side representations and warranties insurance (“RWI”) policy, the buyer in an M&A transaction recovers directly from an insurer for losses arising from certain breaches of the seller’s representations and warranties in the acquisition agreement. By shifting the risk of such losses from the seller to an insurer, the buyer and seller can limit […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Deal protection, Due diligence, Indemnification, Liability standards, Loss recognition, Mergers & acquisitions, Negotiation, R&W insurance, Risk management
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Leverage, CEO Risk-Taking Incentives, and Bank Failure During the 2007-2010 Financial Crisis
The view that bankers’ compensation created the incentives that led to the latest financial crisis has prompted numerous proposals to regulate pay at financial institutions. However, despite the attention devoted to executive pay by regulators, extant research provides mixed support for the hypothesis that CEO compensation in the run-up to the crisis influenced bank risk […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Executive Compensation, Financial Crisis
Tagged Bank debt, Banks, Debt, Executive Compensation, Failed banks, Financial crisis, Financial institutions, Incentives, Leverage, Management, Manager characteristics, Risk, Risk-taking
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Do Professional Norms in the Banking Industry Favor Risk-taking?
Excessive risk-taking in the financial industry is thought to be one of the key contributor to the recent financial crisis (e.g., Diamond and Rajan, 2009; Financial Crisis Inquiry Commission, 2011; Freixas and Dewatripont, 2012). Academics and policy makers have proposed several reasons for undesirably high levels of risk taking, including flawed compensation practices (Krugman 2009), […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis
Tagged Banks, Behavioral finance, Corporate culture, Financial crisis, Financial institutions, Managerial style, Risk, Risk-taking
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Remarks on ETFs, Disclosure, and Investor Trust
I would like to start out by thanking everyone in this room for what you do every day to help investors from all over the world save for retirement, college, and other important priorities. Although your client in the investment company space may be the fund sponsor, the investment adviser, or the fund itself—depending upon […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Conflicts of interest, Disclosure, EDGAR, Exchange-traded funds, Financial reporting, Investment advisers, Investment Company Act, Investor protection, SEC, Securities regulation, Transparency
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Audit Committee Disclosure Trends in Proxy Statements
Over the past several years, investors and other governance groups have sought expanded disclosures on how audit committees execute their duties. The Securities and Exchange Commission (SEC) also weighed in on the discussion when it issued a request for public comment in a July 2015 concept release titled Possible Revisions to Audit Committee Disclosures. The […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Audit committee, Disclosure, Financial reporting, Internal auditors, Oversight, Proxy disclosure, Regulation S-K, Risk oversight, SEC, Securities regulation, Voluntary Disclosure
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Analysis of Statutory Appraisal Cases
Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided additional guidance on appropriate valuation methodologies as it reversed and remanded the Delaware Court of Chancery in DFC Global Corporation v. Muirfield Value Partners, […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Appraisal rights, Delaware cases, Delaware law, DGCL, Fair values, Firm valuation, Merger litigation, Mergers & acquisitions, Private equity
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