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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
Succeeding in the New Paradigm for Corporate Governance
Recognizing that the incentive for long-term investment is broken, leading institutional investors are developing a new paradigm (discussed on the Forum here) that prioritizes sustainable value over short-termism, integrates long-term corporate strategy with substantive corporate governance and requires transparency as to director involvement. We believe that the new paradigm can reduce or even eliminate the outsourcing of […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board communication, Board composition, Board leadership, Boards of Directors, Engagement, Incentives, Institutional Investors, Long-Term value, Management, Oversight, Shareholder activism, Shareholder value, Short-termism
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Supreme Court to Review the Application of Statute of Limitations to SEC Disgorgement Claims
On January 13, 2017, the Supreme Court granted certiorari in Kokesh v. Securities and Exchange Commission (U.S. Jan. 13, 2017) (No. 16-529) to determine whether disgorgement claims are subject to the five-year statute of limitations applicable to enforcement proceedings seeking civil penalties. The decision would resolve a split between the Tenth Circuit, which held in Kokesh […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disgorgement, Liability standards, SEC, SEC enforcement, Securities enforcement, Securities regulation, Statute of limitations, Supreme Court, U.S. federal courts
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Weekly Roundup: January 20, 2016–January 26, 2017
Why Do Managers Fight Shareholder Proposals? Evidence from No-Action Letter Decisions Posted by John G. Matsusaka, University of Southern California, on Friday, January 20, 2017 Tags: Agency costs, Information environment, Institutional Investors, Management, Market reaction, No-action letters, Rule 14a-8, SEC, Securities regulation, Shareholder activism, Shareholder proposals, Shareholder value, Shareholder voting Bridging the Data Gap through […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Dealing with Activist Hedge Funds and Other Activist Investors
Significant developments during the past twelve months have prompted this new edition of our annual Dealing with Activist Hedge Funds. Regardless of industry, size or performance, no company should consider itself immune from hedge fund activism. No company is too large, too popular, too new or too successful. Even companies that are respected industry leaders […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, Hedge funds, Institutional Investors, Long-Term value, Mergers & acquisitions, Proxy contests, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
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Financial Regulatory Reform in the Trump Administration
[T]here is considerable speculation regarding what legal changes are in store for the financial services industry in the [Trump] administration. During his campaign, President Trump consistently emphasized that financial regulatory reform is a critical component of his plan to increase economic growth and create jobs. He has expressly stated that his team would be working […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, CHOICE Act, Consumer Protection Bureau, Deregulation, Dodd-Frank Act, Donald Trump, Federal Reserve, Financial institutions, Financial regulation, FINRA, FSOC, Mortgage lending
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Solera Underscores (Again) Difficulties of Challenging a Transaction Approved by Disinterested Stockholders
In Solera Stockholders Litigation (Jan. 5, 2017), a former stockholder of Solera Holdings, Inc. sought post-closing damages in connection with the acquisition of Solera by Vista Equity Partners, a private equity firm, in a $3.7 billion merger. The plaintiff in effect alleged that the Solera directors, in violation of their Revlon duties, had concentrated on […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Boards of Directors, Business judgment rule, Conflicts of interest, Delaware cases, Delaware law, Disclosure, Going private, Information environment, Management, Materiality, Merger litigation, Mergers & acquisitions, Private equity, Shareholder suits, Shareholder voting, Strategic buyers
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White Collar and Regulatory Enforcement: What to Expect in 2017
As in so many areas of public policy, it is very difficult, if not impossible, at the moment to provide any reliable prediction of how the new Administration may change white collar and regulatory enforcement priorities, policies or practices. What is certain is that things will change. But where and how will those changes come? […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Anti-corruption, Compliance & ethics, Cybersecurity, DOJ, Donald Trump, FCPA, International governance, Money laundering, Panama Papers, Risk oversight, SEC enforcement, Securities enforcement, Switzerland, Tax avoidance, Taxation, Whistleblowers, Yates memo
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Trends In Public-Target Mergers: Takeaways From ABA Study
The M&A Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association’s Business Law Section recently released its annual Strategic Buyer/Public Target Deal Points Study. The study (available here) covers numerous commonly negotiated deal points in acquisition agreements of U.S. public targets by strategic buyers for transactions announced in 2015. As […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Acquisitions, Appraisal rights, Boards of Directors, Break fees, Covenants, Deal protection, Delaware law, DGCL, Fiduciary outs, Merger litigation, Mergers & acquisitions, Target firms, Tender offer
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Do Director Elections Matter?
Modern corporations are characterized by the separation of ownership and control. Members of a corporate board are tasked to monitor managers. For board governance to be effective, shareholders must have a mechanism for disciplining directors. The shareholders’ right to elect directors is therefore a fundamental feature of corporate governance. Despite that feature’s importance, evidence that […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research
Tagged Agency costs, Boards of Directors, Director nominations, Director tenure, Executive performance, Executive turnover, Firm performance, Incentives, Management, Staggered boards
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Bebchuk Leads SSRN’s 2016 Citation Rankings
Statistics released publicly by the Social Science Research Network (SSRN) indicate that, as of the end of 2016, Professor Lucian Bebchuk continued to lead SSRN citation rankings for law professors. Bebchuk ranked first among all law school professors in all fields in terms of the total number of citations to his work (as well as […]
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Posted in HLS Research, Program News & Events
Tagged Lucian Bebchuk, Program on Corporate Governance, Rankings, SSRN
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