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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
Sustainability Matters: Focusing on your Future Today
Good evening and thank you, Joy Thomas, for that kind introduction. It is an honor to be here with all of you in Toronto, and particularly an honor to have been invited by CPA Canada, an organization that has demonstrated an unwavering commitment to the public interest in its efforts to facilitate economic and social […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Institutional Investors, International Corporate Governance & Regulation, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Canada, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Financial reporting, Institutional Investors, International governance, Long-Term value, Materiality, Oversight, Risk, Risk management, Securities regulation, Sustainability
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Securities Class Action Settlements: 2016 Review and Analysis
Continuing the growth observed in the prior year, the number of settlements approved in 2016 increased to 85—substantially higher than the levels in 2011 through 2014. This escalation can be attributed to the recent increase in case filings. Mega Settlements Ten mega settlements in 2016—the highest number over the last 10 years—contributed to an almost […]
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Posted in Accounting & Disclosure, Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Class actions, Derivative suits, Disclosure, Institutional Investors, Market reaction, Rule 10b-5, SEC, SEC enforcement, Section 11, Securities damages, Securities enforcement, Securities litigation, Securities regulation, Settlements
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Mutual Fund Investments in Private Firms
While going public is without question a watershed event in the life of a firm, the lines between private and public listing status have become increasingly blurred in recent years. The number of publicly listed companies has decreased, but at the same time private companies are increasingly raising funding from investors who traditionally focused only […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Capital formation, Capital markets, Institutional Investors, IPOs, Mutual funds, Private firms, Small firms, Tech companies, Venture capital firms
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A Synthesized Paradigm for Corporate Governance, Investor Stewardship, and Engagement
In September 2016, the International Business Council of the World Economic Forum published The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth. The New Paradigm conceives of corporate governance as a collaboration among corporations, shareholders and other stakeholders working together to achieve […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board performance, Boards of Directors, Commonsense Principles, Engagement, Executive Compensation, Institutional Investors, Long-Term value, Management, Oversight, Shareholder proposals, Shareholder value, Shareholder voting, Stewardship
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From Boardroom to C-Suite: Why Would a Company Pick a Current Director as CEO?
We recently published a paper on SSRN (From Boardroom to C-Suite: Why Would a Company Pick a Current Director as Its CEO?) that explores situations in which companies appoint a non-executive director from the board as CEO. Many observers consider the most important responsibility of the board of directors its responsibility to hire and fire […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Board monitoring, Boards of Directors, Executive performance, Executive turnover, Firm performance, Management, Market reaction, Succession
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Do Independent Directors Curb Financial Fraud? The Evidence and Proposals for Further Reform
Around the turn of the millennium, a slew of corporate scandals involving outright fraud, including those at Enron, WorldCom, Global Crossing, and Adelphia Communications, among others, plagued capital markets and shook investor confidence to the core. Faced with this runaway corporate malfeasance by managers of large firms around the turn of the millennium, Congress decided […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Agency costs, Board independence, Boards of Directors, Class actions, Corporate fraud, Disclosure, External auditors, Investor protection, Management, Outside directors, Oversight, Sarbanes–Oxley Act, Securities enforcement, Securities fraud, Securities regulation, SOX
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Lowering the Bar on Bad Faith Claims in MLP Transactions? Brinckerhoff v. Enbridge Energy
In Brinckerhoff v. Enbridge Energy Company, Inc., the plaintiff, an investor in the Enbridge Energy Delaware master limited partnership (the “MLP”), challenged a $1.2 billion transaction between the MLP and the controlling parent corporation (“Parent”) of the MLP’s general partner (the “GP”). The factual context was the repurchase by the MLP of an asset it […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Conflicts of interest, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Liability standards, Mergers & acquisitions, Partnerships, Repurchases, Safe harbor
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The Conflict Minerals Rule—Litigation Is Over, But the Drama Continues
After 1,627 days and enough law firm memos to deforest a small country, the litigation relating to the Conflict Minerals Rule came to an end [April 3, 2017]. In this post, we discuss what this means for calendar year 2016 compliance, as well as the many other moving pieces relating to the Rule. The Court’s […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Court Cases, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting, Compliance & ethics, Compliance and disclosure interpretation, Conflict minerals, Corporate Social Responsibility, Disclosure, Dodd-Frank Act, International governance, SEC, SEC rulemaking, Securities regulation, U.S. federal courts
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The Law and Brexit XI
On March 29th, 2017, the UK delivered a letter from the UK Prime Minister to the President of the European Council, Donald Tusk, which gave notice of the UK’s intention to withdraw from the European Union (“EU”) in accordance with Article 50 of the Treaty on European Union. Thus the starting gun has been fired […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Banks, Brexit, Corporate forms, Cross-border transactions, EU, Europe, Financial institutions, Financial regulation, International governance, Jurisdiction, Mergers & acquisitions, Securities regulation, UK
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