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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
The Untenable Case for Perpetual Dual-Class Stock
We recently placed on SSRN our study, The Untenable Case for Perpetual Dual-Class Stock. The study, which will be published by the Virginia Law Review in June 2017, analyzes the substantial costs and governance risks posed by companies that go public with a long-term dual-class structure. The long-standing debate on dual-class structure has focused on […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research
Tagged Agency costs, Boards of Directors, Capital structure, Controlling shareholders, Dual-class stock, Incentives, IPOs, Shareholder voting, Tech companies
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Assessing Financial Advisor Compensation Disclosure Following Vento v. Curry
Last month, in Vento v. Curry, the Delaware Chancery Court preliminarily enjoined the Consolidated Communication Holding (“Consolidated”) shareholder vote on the company’s all-stock acquisition of FairPoint Communications (“FairPoint”) due to Consolidated’s failure to adequately disclose the compensation its financial advisor would receive for participating in the acquisition financing. The court’s ruling ultimately had very little […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Compensation disclosure, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Fairness review, Fiduciary duties, Financial advisers, Merger litigation, Mergers & acquisitions, Proxy disclosure, Transparency
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One Take on the Report of the Independent Directors of Wells Fargo: Vote the Bums Out
Next Tuesday, the 25th of April, the shareholders of Wells Fargo will meet for the first time since the news of the massive Wells Fargo mis-selling scandal broke last September when the firm was hit with penalties of $185 million for opening 1.5 million bank accounts and issuing 565,000 credit cards for customers without their […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, HLS Research, Securities Litigation & Enforcement
Tagged Accountability, Bank boards, Banks, Boards of Directors, CFPB, Compliance & ethics, Consumer protection, Financial institutions, Financial regulation, Incentives, Misconduct, Oversight, Proxy advisors, Risk oversight, Shareholder voting, Wells Fargo
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Lessons Learned from the Wells Fargo Sales Practices Investigation Report
On April 10, 2017, a committee of independent directors of Wells Fargo released a 110-page report on the results of an investigation into the root causes of improper sales practices at Wells Fargo’s Community Bank (the “Community Bank”). The report will likely be studied by regulators, congressional committees, financial institutions, and other companies for insights […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Accountability, Bank boards, Banks, Boards of Directors, Compliance & ethics, Consumer protection, Corporate culture, Financial institutions, Financial regulation, Management, Misconduct, Oversight, Risk oversight, Wells Fargo
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Corporate Governance
In a brilliant must-read article in the May-June 2017 issue of the Harvard Business Review, Joseph L. Bower and Lynn S. Paine show the fallacies of the economic theories and statistical studies that have been used since 1970 to justify shareholder-centric corporate governance, short-termism and activist attacks on corporations. They demonstrate the pernicious effect of […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Agency costs, Agency model, Boards of Directors, Fiduciary duties, Hedge funds, Long-Term value, Shareholder activism, Shareholder rights, Shareholder value, Short-termism, Stakeholders
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Principles for Financial Regulatory Reform
It is a pleasure to have the opportunity to speak here today [April 7, 2017] on the important topic of financial regulatory reform. As always, what I have to say reflects my views and not necessarily those of the Federal Open Market Committee or the Federal Reserve System. A robust financial system is central to our […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Bankruptcy, Banks, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial reform, Financial regulation, Liquidity, Recovery & resolution plans, SIFIs, Stress tests, Systemic risk, Too big to fail
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Weekly Roundup: April 14–April 20, 2017
The Law and Brexit XI Posted by Thomas J. Reid, Davis Polk & Wardwell LLP, on Friday, April 14, 2017 Tags: Banks, Brexit, Corporate forms, Cross-border transactions, EU, Europe, Financial institutions, Financial regulation, International governance, Jurisdiction, Mergers & acquisitions, Securities regulation, UK The Conflict Minerals Rule—Litigation Is Over, But the Drama Continues Posted by Michael […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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The Power of Corwin Continues in Saba Software
Saba Software, Inc. Stockholder Litigation (March 31, 2017) is the first case that we are aware of in which the Delaware Court of Chancery has declined to apply “cleansing” under Corwin. The decision appears to be grounded in the unusual facts of the case, and, in our view, confirms the recent trend of Delaware decisions […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Duty of loyalty, Fiduciary duties, Merger litigation, Mergers & acquisitions, Restatements, Securities fraud, Shareholder voting
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Do Staggered Boards Affect Firm Value?
In Do Staggered Boards Affect Firm Value?, we examine the controversial question of the economic effect of a staggered board. A staggered board is commonly said to insulate a company from a hostile takeover by making it significantly more difficult to acquire the company. A target’s board can adopt a shareholder rights plan, commonly known as […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Mergers & Acquisitions
Tagged Antitakeover, Boards of Directors, Charter & bylaws, Classified boards, Entrenchment, Firm valuation, Hostile takeover, Mergers & acquisitions, Poison pills, Proxy contests, Shareholder value, Shareholder voting, Staggered boards, Takeover defenses
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Behavioral Implications of the CEO-Employee Pay Ratio
On February 6, 2017 the Securities and Exchange Commission requested comments on further delay in implementing Section 953(b) of the Dodd-Frank Act that requires disclosure of CEO-employee pay ratios by public companies. This request should be analyzed in the context of a law that has been on the books almost seven years and has already […]
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