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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
Review of Shareholder Activism—1H 2017
Review of Shareholder Activism in 1H 2017 1. The most prominent activists have ramped up their activity, raising capital and launching campaigns against blue chip targets Unique approaches such as Mantle Ridge’s single-investment targeting of CSX, Greenlight’s dual-class proposal at GM and Elliott’s partnership with BlueScape at NRG indicate a willingness to pursue ambitious and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Hedge funds, Index funds, Institutional Investors, International governance, Mutual funds, Shareholder activism, Shareholder voting
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Internal Capital Markets in Times of Crisis: The Benefit of Group Affiliation in Italy
The Italian banking system began experiencing large credit losses starting at the beginning of the 2008 Global Financial Crisis and increasing further with the onset and deepening of the Euro Crisis in 2011. By December of 2015, aggregate bad loans had reached about €200 billion, or approximately 8% of total loans outstanding. Losses are substantially […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, International Corporate Governance & Regulation
Tagged Banks, Capital markets, Cash flows, EU, Europe, Financial crisis, Foreign banks, International governance, Italy, Social networks, Systemic risk
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Securities Class Actions: 2016 Full-Year Review and Mid-2017 Flash Update
The pace of securities class action filings [in 2016] was the highest since the aftermath of the 2000 dot-com crash. Growth in filings was dominated by federal merger objections, which reached a record high, and followed various state court decisions restricting “disclosure-only” settlements, the most prominent being the 2016 Trulia decision in the Delaware Court […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, DOJ, Filings, Merger litigation, Mergers & acquisitions, PSLRA, Rule 10b-5, Section 11, Securities enforcement, Securities litigation, U.S. federal courts
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Tainted Executives as Outside Directors
In our paper, Tainted Executives as Outside Directors, which was recently made publicly available on SSRN, we examine whether there is ex-post settling up in the director labor market for tainted executives, i.e., executives who are allegedly involved in governance failures. A rich literature dating back to Fama (1980) and Fama and Jensen (1983) argues […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board independence, Board monitoring, Boards of Directors, Class actions, Director qualifications, Executive performance, Incentives, Labor markets, Management, Misconduct, R&D, Reputation
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The Effect of Cultural Similarity on Mergers and Acquisitions: Evidence from Corporate Social Responsibility
A critical determinant of merger success is post-merger integration. In our forthcoming Journal of Financial and Quantitative Analysis article The Effect of Cultural Similarity on Mergers and Acquisitions: Evidence from Corporate Responsibility, we provide an examination of the role of similarity in merging firms’ corporate cultures on merger outcomes. Specifically, we study whether firms with […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, Mergers & Acquisitions
Tagged Corporate culture, Corporate Social Responsibility, Deal certainty, Diversity, ESG, Firm performance, Mergers & acquisitions, Stakeholders
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Learnings from Some Recent Contested Cases Before the UK Takeover Panel
The UK system of public takeovers—both with regards to its rules (as set out in the Code on Takeovers and Mergers (the Code)) and rulings under the Code—can be challenging to parties and practitioners not familiar with the underlying UK and European regimes on takeovers. The key features of the UK takeover system are its flexibility, […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Antitakeover, International governance, Mergers & acquisitions, Takeovers, Target firms, UK, UK Takeover Code
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The Leidos Mixup and the Misunderstood Duty to Disclose in Securities Law
The U.S. Supreme Court recently granted certiorari in a significant securities law case, Leidos, Inc. v. Indiana Public Retirement System (Leidos). The legal question presented in Leidos is whether a regulation issued by the Securities and Exchange Commission (SEC), Item 303 of Regulation S-K (Item 303), creates a duty to disclose that is actionable under the anti-fraud provision set […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Management, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
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DOL Fiduciary Rule: Impact and Action Steps
With the survival of the US Department of Labor’s (DOL) new fiduciary rule (at least for now) and the applicability date (June 9, 2017) now behind us, plan sponsors who have not already begun to do so should take steps to ensure compliance in light of the changes resulting from the rule. Fortunately, the implementation […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged 401(k), Conflicts of interest, Contracts, DOL, ERISA, Fiduciary rule, Investment advisers, Retirement plans, Securities regulation
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Weekly Roundup: July 14–20, 2017
Lighting Our Capital Markets Posted by Kara M. Stein, U.S. Securities and Exchange Commission, on Friday, July 14, 2017 Tags: Algorithmic trading, Capital formation, Capital markets, Dark pools, High-frequency trading, Information environment, Market efficiency, Private firms, SEC, SEC enforcement, Securities Act, Securities regulation, Transparency SEC Chairman Clayton on His Agenda Posted by Ning Chiu, Davis Polk & Wardwell LLP, on Friday, July 14, 2017 Tags: Compliance and disclosure interpretation, Cybersecurity, Disclosure, Investor protection, Public firms, SEC, SEC […]
Click here to read the complete postHow Important are Risk-Taking Incentives in Executive Compensation
There is an extensive theoretical discussion whether risk-taking incentives play a role in executive pay. In our article How Important are Risk-Taking Incentives in Executive Compensation? forthcoming in the Review of Finance), we analyse the problem with a calibration of a principal-agent model to observed contracts. We show that including risk-taking incentives does help to explain observed […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Agency model, Contracts, Executive Compensation, Executive performance, Incentives, Management, Manager characteristics, Risk-taking, Stock performance
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