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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
Bank Governance and Systemic Stability: The “Golden Share” Approach
The global financial crisis of 2008 has underscored the urgent need for deep rethinking of how financial firms ought to manage risk, and do so not only for the sake of generating good results for themselves and their clients but also for the sake of keeping the entire financial and economic system from collapse. Conceptually, […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Bailouts, Banks, Financial crisis, Financial institutions, Oversight, Risk oversight, Shocks, SIFIs, Stakeholders, Systemic risk, Too big to fail
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Weekly Roundup: May 19–May 25, 2017
Private M&A Deal Terms: UK vs. US Markets Posted by Charlie Geffen, Gibson, Dunn & Crutcher LLP, on Friday, May 19, 2017 Tags: Contracts, Cross-border transactions, Deal protection, Disclosure, Insurance, International governance, Legal systems, Mergers & acquisitions, Private equity, Risk, UK Delaware’s Fall: The Arbitration Bylaws Scenario Posted by Lynn M. LoPucki, UCLA Law School, […]
Click here to read the complete postLead Plaintiffs and Their Lawyers: Mission Accomplished, or More to Be Done?
In our chapter for the forthcoming Research Handbook on Shareholder Litigation, Lead Plaintiffs and Their Lawyers: Mission Accomplished, or More to Be Done? (to be published by Elgar Publishing) we survey the literature relating to the lead plaintiff provision under the Private Securities Litigation Reform Act (PSLRA). Prior to the enactment of the PSLRA in […]
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Posted in Academic Research, Accounting & Disclosure, Institutional Investors, Securities Litigation & Enforcement
Tagged Attorneys' fees, Class actions, Disclosure, Institutional Investors, Political spending, PSLRA, Securities fraud, Securities litigation, Settlements, Shareholder suits, Transparency
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2017 IPO Report
US Market Review and Outlook Review The IPO market produced 98 IPOs in 2016, the second down year in row, coming in 36% below the tally of 152 IPOs in 2015. In the 12-year period preceding 2015, which saw an annual average of 138 IPOs, there were only three years in which IPO totals failed […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Capital formation, Capital markets, Disclosure, Dual-class stock, Executive Compensation, IPOs, JOBS Act, Private equity, SEC, Securities regulation, Shareholder voting, Tech companies, Venture capital firms
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Federal Banks’ Permitted Concealment of Material Information and Systemic Risk
On May 8, 2017, Ethics Metrics LLC submitted comments to the SEC, Analysis of Bank Holding Company Disclosures, that address a key issue that arises in the Commission’s 30-year old Industry Guide 3, Statistical Disclosure by Bank Holding Companies as well as in the Financial Stability Board’s Thematic Review of Corporate Governance, dated April 28, […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Banks, Compliance & ethics, Disclosure, Financial crisis, Financial institutions, Financial regulation, Information asymmetries, Information environment, Investor protection, Public interest, SIFIs, Systemic risk, Transparency
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Dual-Class Stock and Private Ordering: A System That Works
Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public markets—including companies in the technology and media sectors, as well as companies in more traditional industries ranging from shipping and transportation to oil […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, International Corporate Governance & Regulation, Practitioner Publications
Tagged Boards of Directors, Capital markets, Capital structure, Dual-class stock, International governance, IPOs, Private ordering, Securities regulation, Shareholder rights, Shareholder voting
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SEC Enforcement Actions Against Public Companies and Subsidiaries Keep Pace
This post analyzes data in the Securities Enforcement Empirical Database (SEED), a collaboration between the NYU Pollack Center for Law & Business and Cornerstone Research. SEED is a public online resource that provides data on SEC actions filed against defendants that are public companies traded on major U.S. exchanges and their subsidiaries. This post focuses […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged FCPA, Investment advisers, Public firms, SEC, SEC enforcement, Securities enforcement, Securities regulation, Settlements
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Leviathan Inc. and Corporate Environmental Engagement
With the rise of emerging market economies in the last two decades, the role of state capitalism has attracted new attention. In China, companies in which the state is a majority shareholder account for over 60% of total stock market capitalization. Other emerging market governments such as Brazil or Russia also hold majority or significant […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Corporate Social Responsibility, Environmental disclosure, ESG, International governance, Legal systems, Oversight, Shareholder value, State control, Sustainability
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Recent Board Declassifications: A Response to Cremers and Sepe
We recently released a short paper, Recent Board Declassifications: A Response to Cremers and Sepe. Our paper responds to a paper released earlier this month by Martijn Cremers and Simone Sepe, Board Declassification Activism: The Financial Value of the Shareholder Rights Project (“CS2017”). We show that the results of CS2017 fail to provide support for […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, HLS Research
Tagged Board declassification, Boards of Directors, Firm valuation, Shareholder proposals, Shareholder rights, Shareholder Rights Project, Shareholder value, Staggered boards
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