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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
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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Weekly Roundup: April 7–13, 2017
Director Appointments—Is It “Who You Know”? Posted by Ralph A. Walkling, Drexel University, on Friday, April 7, 2017 Tags: Agency costs, Agency model, Board composition, Boards of Directors, Director qualifications, Diversity, Market reaction, Outside directors, Shareholder voting, Social capital, Social networks Delaware Supreme Court Affirmation of Merger Termination Based on Failure to Satisfy Tax Covenant […]
Click here to read the complete postIs Executive Pay Broken?
In recent months executive pay has received an unprecedented level of attention from a wide range of stakeholders. While Remuneration Committees, executives and investors in many businesses may feel that current pay structures are working well and fit for purpose, the intensity of noise we are experiencing tells us that it is no longer reasonable […]
Click here to read the complete postCorporations and Human Life
Here is a surprisingly difficult yet largely unexamined capital budgeting problem: imagine a corporate decision that will generate $5 million of profit today but result in the loss of one human life in ten years. This example is not abstract: corporations in a range of businesses engage in decisions and oversight that affect risk to […]
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Posted in Academic Research, Boards of Directors, Corporate Social Responsibility
Tagged Accountability, Boards of Directors, Compliance & ethics, Corporate governance, Corporate liability, Liability standards, Oversight, Public interest, Risk, Risk management
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Tread Lightly When Tweaking Sarbanes-Oxley
Nascent discussions about repealing discrete sections of the Sarbanes Oxley Act should be monitored closely by proponents of effective corporate governance. As the federal regulatory pendulum swings hard to an extreme, even the most limited proposals to amend the Act could conceivably invite unintended consequences. This is particularly the case if caught in the tailwind of […]
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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting, Corporate fraud, Disclosure, Dodd-Frank Act, Donald Trump, External auditors, Financial regulation, Financial reporting, Investor protection, Oversight, Sarbanes–Oxley Act, Securities regulation, SOX, SOX Section 404, Transparency
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Equity Suppliers in Bank Regulation
Post-Financial Crisis regulatory reform requires banks to fund themselves more fully through common equity. By maintaining deeper equity buffers, banks are better positioned to absorb losses and to prevent the spread of contagion through the financial sector. Under the Dodd-Frank Act’s Orderly Liquidation Authority, shareholders of a failing bank must pay for its risk-taking by […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Financial Crisis, Financial Regulation, Institutional Investors
Tagged Asset management, Bailouts, Banks, Blockholders, Capital formation, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Fund managers, Institutional Investors, Mutual funds, Oversight, Pension funds, Risk-taking, Skin in the game, Systemic risk, Too big to fail
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On Regulatory Reform, Better Process Means Better Progress
In a February letter asking the White House to act on regulatory issues “of top concern” to our CEO members, Business Roundtable made another important but little-noticed request: Reform the federal regulatory process. “While addressing existing regulations that are unduly burdensome is vitally important to help jump-start American business investment and job creation, Business Roundtable believes […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Accountability, Business Roundtable, Disclosure, Dodd-Frank Act, Donald Trump, Financial regulation, Management, Market efficiency, Public interest, SEC rulemaking, Securities regulation, Taxation, Transparency
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Earnouts: Devil in the Details
In an earlier post, we discussed the attraction of using earnouts to bridge valuation gaps but quoted VC Laster’s astute description of earnouts as “often convert[ing] today’s disagreement over price into tomorrow’s litigation over outcome.” Since then, we have seen a continued steady pace of lawsuits brought by disappointed sellers asserting that an earnout milestone in fact […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware cases, Delaware law, Earnouts, Firm valuation, Merger litigation, Mergers & acquisitions
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A Legal Theory of Shareholder Primacy
Shareholder primacy is a foundational concept. The principle of profit maximization goes to the most basic question: What is the purpose of the corporation and corporate law? Although normative debate has persisted over many generations of economic history and academic scholarship, we are in a shareholder-centric era as a factual matter. Yet, remarkably, the question […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Court Cases, Empirical Research, Institutional Investors
Tagged Agency model, Fiduciary duties, Incentives, Institutional Investors, Legal systems, Management, Market efficiency, Shareholder rights, Shareholder value
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