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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
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Allergan Fine Underscores Obligation to Disclose White Knight
Allergan Inc. has agreed with the SEC that it will admit to securities law violations and will pay a $15 million fine for disclosure violations in its Schedule 14D-9 relating to the unsolicited, public takeover bid for the company made by Valeant Pharmaceuticals International in 2014. According to the SEC, Valeant failed to disclose that, […]
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Posted in Accounting & Disclosure, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Antitakeover, Bidders, Disclosure, Engagement, Merger announcements, Mergers & acquisitions, Negotiation, Schedule 14D, SEC, SEC enforcement, Securities enforcement, Shareholder activism, Tender offer, Valeant
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Leveraged Buyouts: An Overview of the Literature
The public corporation is often believed to have important advantages over its private counterpart. A stock market listing enables firms to raise funds in public capital markets, increases the share liquidity for investors, allows founders and entrepreneurs to diversify their wealth, and the higher degree of visibility and media exposure of public firms can be […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation, Mergers & Acquisitions, Private Equity
Tagged Acquisitions, Agency costs, Buyouts, Capital markets, Europe, Going private, Incentives, International governance, Leveraged acquisitions, Management, Mergers & acquisitions, Private equity, Public firms, Restructurings, Shareholder value, Stakeholders
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Corporate Governance and Stewardship Principles
The Investor Stewardship Group (ISG) is a collective of some of the largest U.S.-based institutional investors and global asset managers, along with several of their international counterparts. The founding members are a group of 16 U.S. and international institutional investors that in aggregate invest over $17 trillion in the U.S. equity markets. At launch, the […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Accountability, Boards of Directors, Corporate governance, Disclosure, Engagement, Executive Compensation, Institutional Investors, Management, Proxy voting, Shareholder rights, Shareholder voting, Stewardship Code
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Reconsideration of Pay Ratio Rule Implementation
The Commission adopted the pay ratio disclosure rule in August 2015 to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a public company to disclose the ratio of the median of the annual total compensation of all employees to the annual total compensation of the chief executive […]
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Posted in Accounting & Disclosure, Executive Compensation, Legislative & Regulatory Developments, Securities Regulation
Tagged Accounting, Compensation disclosure, Compensation ratios, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Dodd-Frank s.953, Executive Compensation, Reporting regulation, SEC, SEC rulemaking, Securities regulation
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Snap, Inc. Reportedly to IPO with Unprecedented Non-Voting Shares for Public
SnapChat’s ghostly logo represents the “There, then gone” nature of the company’s photo sharing service, but it also might ominously foreshadow the soon-to-be-public parent company’s plan to offer “phantom” voting rights to its post-IPO investors. On Nov. 15, 2016, Snap filed for a confidential IPO. Filing confidentially, a process allowed under the JOBS Act, shields […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors
Tagged Accountability, Controlling shareholders, Corporate culture, Dual-class stock, Executive Compensation, Institutional Investors, IPOs, ISS, Shareholder rights, Shareholder voting, Tech companies
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Regulating Complacency: Human Limitations and Legal Efficacy
The limitations of human irrationality impose critical constraints on the efficacy of law. Recent studies have shown, however, that irrationality can be addressed and sometimes improved. This article examines how insights into human rationality can improve financial regulation. The article identifies four categories of human limitations that can impair financial regulation: herd behavior, cognitive biases, overreliance […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Asset-backed securities, Banks, Behavioral finance, Due diligence, Financial crisis, Financial regulation, Information environment, Liquidity, Market reaction, Mortgage lending, Risk, Risk management, Subprime securities, Systemic risk
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Corporate Power is Corporate Purpose II: An Encouragement for Future Consideration from Professors Johnson and Millon
Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court, the Austin Wakeman Scott Lecturer on Law and a Senior Fellow of the Harvard Law School Program on Corporate Governance, recently issued an article that is forthcoming in the Washington and Lee Law Review. The article, titled Corporate Power is Corporate Purpose II: An Encouragement for […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Social Responsibility, HLS Research, Securities Regulation
Tagged Boards of Directors, Controlling shareholders, Corporate Social Responsibility, Delaware law, DGCL, Duty of care, Fiduciary duties, Institutional Investors, Inversions, Investor protection, Management, Private benefits of control, Shareholder rights, Stakeholders, Taxation
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President Trump Begins Efforts to Roll Back Financial Regulations
Throughout his campaign, President Donald Trump promised to curtail financial regulations, particularly those promulgated under the Dodd-Frank Act. President Trump argued frequently that the regulations issued under the act have proven overly burdensome and, among other things, limited job growth. This afternoon, the President took his first formal step in implementing his deregulatory agenda. He […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Banks, Conflicts of interest, Dodd-Frank Act, DOL, Donald Trump, Fiduciary duties, Fiduciary rule, Financial advisers, Financial institutions, Financial regulation, FSOC, Securities regulation, Systemic risk
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2016 Developments in Securities and M&A Litigation
Federal securities class action filings rose by over 40 percent in 2016. A surge in federal court filings of class actions related to merger and acquisition (M&A) transactions contributed to the increase, as discussed below. Federal securities class actions against foreign issuers also continued to be prominent, with frequent targets of such actions including companies […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Appraisal rights, Class actions, Delaware cases, Disclosure, Erica John Fund v. Halliburton, Extraterritoriality, Insider trading, International governance, Liability standards, Merger litigation, Mergers & acquisitions, Securities litigation, Settlements, Shareholder suits, SLUSA, Tolling, U.S. federal courts
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