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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
Private M&A Deal Terms: UK vs. US Markets
The growth of transatlantic private M&A (including private equity) has led to increasing examples of “two nations divided by a common language.” Although many of the core principles of deal making are the same, there are market and cultural differences in the UK and US that participants should understand. We have seen many hours spent […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Contracts, Cross-border transactions, Deal protection, Disclosure, Insurance, International governance, Legal systems, Mergers & acquisitions, Private equity, Risk, UK
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Weekly Roundup: May 12–May 18, 2017
LTIP-ing Point: Is This the End of Long-Term Incentive Plans? Posted by Nick Dawson, Proxy Insight, on Friday, May 12, 2017 Tags: Equity-based compensation, Executive Compensation, Incentives, Institutional Investors, International governance, Long-Term value, Management, Pay for performance, Say on pay, Stock options, UK What Drives Differences in Management? Posted by Nicholas Bloom, Stanford University and […]
Click here to read the complete postThe Promise of Market Reform: Reigniting America’s Economic Engine
Robust public markets are the fuel that ignites America’s economic engine and wealth creation. Companies list on U.S. exchanges to access a steady, dependable stream of capital to grow and create jobs, and investors choose our markets because they are the world’s most trusted venues for long-term wealth creation. Built on the shoulders of entrepreneurs […]
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Posted in Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Capital formation, Capital markets, Disclosure, IPOs, Long-Term value, NASDAQ, Public firms, Securities litigation, Securities regulation, Shareholder activism, Shareholder proposals, Short-termism, Tech companies
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Looking Behind the Declining Number of Public Companies
Public market trends: US companies get bigger, more stable US listings dropped after the dot-com bubble, but the market has largely stabilized, and US public companies today are much larger than in the past. During the dot-com peak in 1996, US listings hit a record high of more than 8,000 domestically incorporated companies listed on […]
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Posted in Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Acquisitions, Capital formation, Capital markets, CHOICE Act, Crowdfunding, International governance, IPOs, Mergers & acquisitions, Public firms, Regulation A, SEC, Securities regulation, Venture capital firms
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The Dynamics of Managerial Entrenchment: The Corporate Governance Failure in Anglo-Irish Bank
What are the dynamics through which corporate boards fail? While the corporate governance literature examines the relations between board composition and financial performance, it pays little attention to how exactly such relations unfold. We aim to address this question in our recent paper The Dynamics of Managerial Entrenchment: The Corporate Governance Failure in Anglo-Irish Bank […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Financial Crisis, International Corporate Governance & Regulation
Tagged Agency costs, Bailouts, Bank boards, Banks, Board dynamics, Boards of Directors, Entrenchment, EU, Financial crisis, Financial institutions, Ireland, Management, Ownership, Risk management, Signaling
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The Fiduciary Dilemma in Large-Scale Organizations: A Comparative Analysis
In the 1970s and ’80s, as financial conglomerates grew significantly and diversified their operations, they increasingly faced conflicting duties and interests. For instance, thanks to their widening range of activities, firms found themselves obliged under agency law to disclose information to clients even when doing so violated duties of confidence to other clients. Firms also […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Arbitration, Conflicts of interest, Contracts, Duty of loyalty, Fiduciary duties, Financial institutions, Information environment, International governance, Investment banking, Liability standards, UK
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Stuck with Steckman: Why Item 303 Cannot be a Surrogate for Section 11
Item 303 of SEC Regulation S-K requires companies to disclose “known trends and uncertainties” in certain public filings. In securities class action litigation, plaintiffs increasingly allege the omission of such “known trends and uncertainties” as a basis for liability. But Item 303 provides no private right of action. A private plaintiff can bring an Item […]
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Posted in Academic Research, Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Basic, Class actions, Disclosure, Exchange Act, Fraud-on-the-Market, Liability standards, Materiality, Regulation S-K, Rule 10b-5, Section 11, Securities Act, Securities enforcement, Securities litigation, Securities regulation, U.S. federal courts
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Reviving the U.S. IPO Market
Good morning, and thank you, Dean Henry, for that kind introduction. It is a pleasure to be here. Thanks also to Alexander Ljungqvist and others from the Salomon Center for the Study of Financial Institutions at New York University, as well as the staff in the Securities and Exchange Commission’s (“SEC”) Division of Economic and […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Capital markets, Crowdfunding, IPOs, JOBS Act, Private equity, Regulation A, SEC, Securities regulation, Small firms, Tech companies, Underwriting, Venture capital firms
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With the Benefit of Hindsight: The Wells Fargo Sales Practices Investigation Report
On April 10, 2017 Wells Fargo released the independent directors’ report on sales practices at its community bank. While the report covers familiar elements of the widely-publicized accounts-creation problems at the bank, it also takes an inside look at the organization to determine what caused the problems in the first place and what allowed them […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Accountability, Banks, Board independence, Board leadership, Boards of Directors, Compliance & ethics, Corporate culture, Disclosure, Incentives, Management, Misconduct, Oversight, Reputation, Wells Fargo, Whistleblowers
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