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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Volcker Rule: Under Review Until Further Notice
The Trump Administration has been critical of the Dodd-Frank Act since day one, and one of the primary targets has been the Volcker Rule (“rule”). The rule was born in a highly politicized environment during the financial crisis, and while its proprietary trading restriction was intended to promote financial stability, the complexity of implementing the […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Derivatives, Financial Regulation, Practitioner Publications
Tagged Accounting, Banks, Compliance & ethics, Derivatives, Disclosure, Dodd-Frank Act, Financial institutions, Financial regulation, Financial reporting, Hedge funds, Hedging, Investment banking, Proprietary trading, Treasury Department, Volcker Rule
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Next Proxy Access Battlefront? SEC Rejects Attempt to Exclude Proxy Access Shareholder Proposal
The 2017 season that just passed witnessed two kinds of proposals asking companies to amend existing proxy access bylaws. The first type sent to companies earlier in the season sought to amend several provisions, including requesting that the number of board seats available for nomination increase to 25% of the board instead of 20%, and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director nominations, Ownership, Proxy access, Proxy season, Shareholder nominations, Shareholder proposals, Shareholder voting
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Temporary Relief Under the Volcker Rule to Foreign Banks With Respect to Certain Foreign Private Investment Funds
The US federal banking agencies with responsibility for enforcing the Volcker Rule have issued temporary one year no-action relief with respect to certain private non-US investment funds that are not “covered funds” for purposes of the Volcker Rule, but that could be treated as “banking entities” for purposes of the Volcker Rule due to a […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Dodd-Frank Act, Financial institutions, Financial regulation, Foreign banks, International governance, Private funds, Volcker Rule
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Weekly Roundup: August 4–10, 2017
Say-on-Pay: Is Anybody Listening? Posted by Dan Palmon, Rutgers Business School, on Friday, August 4, 2017 Tags: Europe, Executive Compensation, Executive performance, International governance, OECD, Pay for performance, Say on pay, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder rights DFC Global: Delaware Supreme Court Strongly Endorses Reliance on Merger Price Posted by Gail Weinstein and Scott B. Luftglass, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, August […]
Click here to read the complete post2017 Mid-Year Securities Enforcement Update
The first half of 2017 was unusually quiet for the SEC’s Division of Enforcement. This undoubtedly stemmed from the change in administration following the November election. With Chair Mary Jo White and various other members of the agency’s senior leadership (including the Director of the Division of Enforcement) stepping down, and only two sitting Commissioners […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Broker-dealers, Clawbacks, Disgorgement, Financial reporting, Insider trading, Investment advisers, Investor protection, SEC, SEC enforcement, Securities enforcement, Securities fraud, Whistleblowers
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SEC Confirms That Some Initial Coin Offerings Are Illegal Unregistered Securities Offerings
In a much-anticipated action, on July 25 the SEC issued a Section 21(a) report of its investigation into an offering of digital tokens by “The DAO,” an unincorporated virtual organization. Though declining to take enforcement action against The DAO, the SEC used the opportunity to warn others engaged in similar activities that an unregistered sale of blockchain […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Blockchain, Broker-dealers, Contracts, Equity offerings, Financial technology, SEC, SEC enforcement, Securities enforcement, Securities regulation
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Investment Banking Relationships and Analyst Affiliation Bias
In our study Investment Banking Relationships and Analyst Affiliation Bias: The Impact of the Global Settlement on Sanctioned and Non-Sanctioned Banks, we examine the impact of the 2003 Global Analyst Research Settlement on affiliation bias in sell-side analyst recommendations. Affiliation bias refers to the well-known finding that analysts are overly optimistic when their employers have […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Empirical Research, Financial Regulation
Tagged Analyst communication, Analyst forecasts, Analysts, Banks, Conflicts of interest, Financial institutions, Financial regulation, Forecasting, Investment banking, Underwriting
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Why Financialized Corporate Governance Works Poorly
Corporate finance textbooks describe shareholders as the owners of a corporation and teach future managers how to create “shareholder value.” Increasing shareholder value is generally seen synonymous with increasing “shareholder wealth” as measured by the market value of their shares. The academic literature views conflicts between managers and shareholders as the main challenge of corporate […]
Click here to read the complete postReport Finds Shareholder Activism Evolving from Niche Strategy to Acceptance Across Investors
With 371 public campaigns against U.S. companies, according to a recent J.P. Morgan report on the new normal in shareholder activism, the 2017 proxy season proved to be fairly active. Although only 19 of the 54 actual contests that were completed by June went to vote, while the same number settled and the remainder were withdrawn, activists […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Hedge funds, Institutional Investors, Proxy contests, Proxy season, Shareholder activism, Shareholder value, Shareholder voting
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Blockchain and Initial Coin Offerings: SEC Provides First U.S. Securities Law Guidance
Many initial coin offerings (ICOs) have recently raised large amounts of capital without the regulatory constraints of traditional initial public offerings (IPOs) and other capital-raising strategies. On July 25, the U.S. Securities and Exchange Commission (SEC) reminded the industry and so-called “disruptors” that federal securities laws may apply to some of these offerings. ICOs have […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Alternative entities, Blockchain, Broker-dealers, Capital formation, Commodities, Equity offerings, Financial technology, IPOs, Regulation D, SEC, Securities regulation
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