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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
Universal Proxy Unlikely to be Adopted (and Would Have Little Effect Anyway)
In late October, as expected, the SEC proposed proxy rule changes that would require that “universal proxy cards” be used in contested elections of directors, giving shareholders the ability to pick and choose among all of the nominees put forth by the company’s board and by a dissident shareholder when deciding how to vote. Observers […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Disclosure, Proxy access, Proxy contests, Proxy materials, Proxy voting, Schedule 13D, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder voting, Universal proxy ballots
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Friends in the Right Places: The Effect of Political Connections on Mergers
AT&T’s recent announcement to acquire media giant Time Warner draw the attention of federal authorities. In the US, the two primary agencies overseeing merger activity are the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice. Under the Hart-Scott-Rodino Act, merging parties are required to provide pre-merger notification to these agencies […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Mergers & Acquisitions, Securities Regulation
Tagged Antitrust, Boards of Directors, FTC, Hart-Scott-Rodino Act, Management, Mergers & acquisitions, Securities regulation, Shareholder value, Social capital, Social networks
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The American Prosperity Project
America’s economic health depends on sustained, long-term investment to support our families and communities and to reinvigorate the economic engine that creates jobs and prosperity. There is no viable model under which either business or government can or should shoulder the responsibility for long-term investment alone; both are required. The time is right for a […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Financial Regulation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Accounting, Capital gains, Capital markets, Climate change, Economic alignment, ERISA, ESG, Fiduciary duties, High-frequency trading, Incentives, Innovation, Investment Advisers Act, Long-Term value, Market efficiency, R&D, Securities regulation, Short-termism, Social policies, Tax avoidance, Taxation
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Ten Strategic Building Blocks for Shareholder Activism Preparedness
Shareholder activism is a powerful term. It conjures the image of a white knight, which is ironic because these investors were called “corporate raiders” in the 1980s. A corporate raider conjures a much different image. As much as that change in terminology may seem like semantics, it is critical to understanding how to deal with […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Arbitrage, Boards of Directors, Charter & bylaws, Disclosure, Engagement, Hedge funds, Information environment, Institutional Investors, Mergers & acquisitions, Proxy contests, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder suits, Takeover defenses, Transparency
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Smoothing the Pathway to Use of Tender Offers in Private Equity Acquisitions
Several amendments were made to Section 251(h) of the Delaware General Corporation Law that became effective for merger agreements entered into on or after August 1, 2016. Section 251(h) permits acquisitions of publicly listed Delaware corporations to be accomplished via a tender offer without the need to approve the second-step “squeeze-out” merger at a stockholder meeting […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Private Equity, Securities Regulation
Tagged Acquisitions, Delaware law, DGCL, Leveraged acquisitions, Mergers & acquisitions, Minority shareholders, Private equity, Securities regulation, Target firms, Tender offer
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Director Connections in the Mutual Fund Industry
Over the past two decades, there has been a push by the Securities and Exchanges Commission towards more independent mutual fund boards with the intent of improving fund governance. This movement is supported by research that associates independent mutual fund boards with fewer scandals and lower shareholder fees. The industry has heeded the call: from […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors
Tagged Board independence, Boards of Directors, Conflicts of interest, Director qualifications, Fiduciary duties, Fund performance, Information asymmetries, Information environment, Mutual funds, Oversight, Social capital, Social networks
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A New Administration: Change and Continuity in Securities Regulation
The election of Donald Trump as the next President and the continued Republican control of Congress raise questions as to what changes may be expected at the Securities and Exchange Commission (SEC or Commission) and what may stay the same. Although Mr. Trump has called for a repeal of the Dodd-Frank Wall Street Reform and […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Blue sky laws, CHOICE Act, Compensation disclosure, Compliance and disclosure interpretation, Disclosure, Dodd-Frank Act, Donald Trump, Executive Compensation, Financial reporting, Hedge funds, Investment advisers, PCAOB, Presidential elections, Regulation NMS, SEC, SEC enforcement, Securities enforcement, Securities regulation, State law, Whistleblowers
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The Year in Review: SEC Enforcement Actions Against Investment Advisers
The Securities and Exchange Commission’s enforcement program is highly focused on investment advisers for an obvious reason: they manage more than $67 trillion in assets for approximately 30 million clients. In addition, because the SEC examines a far smaller percentage of investment advisers than broker-dealers, and there is no self-regulatory organization, like the Financial Industry […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Private Equity, Securities Litigation & Enforcement, Securities Regulation
Tagged Accounting, Asset management, Broker-dealers, Conflicts of interest, Disclosure, Dodd-Frank Act, FCPA, Fiduciary duties, Hedge funds, Insider trading, Investment advisers, Private equity, SEC, SEC enforcement, Securities enforcement
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The Wells Fargo Cross-Selling Scandal
In recent years, more attention has been paid to corporate culture and “tone at the top,” and the impact that these have on organizational outcomes. While corporate leaders and outside observers contend that culture is a critical contributor to employee engagement, motivation, and performance, the nature of this relationship and the mechanisms for instilling the […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation
Tagged Accountability, Bank boards, Banker bonuses, Banks, Boards of Directors, Clawbacks, Compliance & ethics, Corporate culture, Executive Compensation, Incentives, Management, Managerial style, Misconduct, Oversight, Reputation, Risk, Risk management, Wells Fargo
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CFPB Guidance for Oversight Over Sales and Other Incentives
On November 28, 2016, the Consumer Financial Protection Bureau issued a compliance bulletin entitled “Detecting and Preventing Consumer Harm from Production Incentives.” The bulletin describes the risk of “significant” harm to consumers posed by incentive programs for employees or service providers that tie compensation to various benchmarks. These benchmarks can include the following: sales goals, […]
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Posted in Accounting & Disclosure, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Board monitoring, Boards of Directors, CFPB, Compliance & ethics, Corporate culture, Financial regulation, Incentives, Management, Misconduct, Oversight, Risk-taking, Transparency, Wells Fargo
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