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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
Weekly Roundup: December 2–December 8, 2016
Why Enron Remains Relevant Posted by Michael W. Peregrine, McDermott Will & Emery LLP, on Friday, December 2, 2016 Tags: Accountability, Accounting, Agency costs, Boards of Directors, Commonsense Principles, Compliance & ethics, Conflicts of interest, Corporate fraud, Enron, Management, Misconduct, Oversight, Sarbanes–Oxley Act, Securities enforcement, Securities fraud, Securities regulation, Whistleblowers Proxy Access Test Drive Hits […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Some Thoughts for Boards of Directors in 2017
The evolution of corporate governance over the last three decades has produced meaningful changes in the expectations of shareholders and the business policies adopted to meet those expectations. Decision-making power has shifted away from industrialists, entrepreneurs and builders of businesses, toward greater empowerment of institutional investors, hedge funds and other financial managers. As part of […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Bebchuk-Brav-Jiang study, Boards of Directors, Brokaw Act, Commonsense Principles, Engagement, Hedge funds, Institutional Investors, Long-Term value, Oversight, Proxy access, Proxy Advisory Reform Act, Shareholder activism, Shareholder value, Short-termism, Transparency
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U.S. Supreme Court Rules for Prosecutors in Insider Trading Case
The Supreme Court yesterday [Dec. 6, 2016] issued its first opinion addressing the scope of insider trading liability in nearly twenty years. In a much anticipated decision, the Court in Salman v. United States addressed whether insider trading liability can arise where a tipper makes a “gift” of confidential information to a trading friend or […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Information environment, Inside information, Insider trading, Management, SEC, SEC enforcement, Social networks, Supreme Court, U.S. federal courts
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The Dark Side of Blockholder Philanthropy
Who would you rather own a business with, Mahatma Ghandi or Ebenezer Scrooge? Behavioral economics research points to considerable benefits of co-ownership with Ghandi, as counterparties (like suppliers, customers, and potential employees) work harder and offer better contracting terms when dealing with philanthropic principals. Understandably, these contracting parties feel better about not driving the hardest […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Corporate Social Responsibility, Empirical Research
Tagged Agency costs, Behavioral finance, Blockholders, Charitable spending, Corporate culture, Corporate Social Responsibility, Long-Term value, Management, Market reaction, Microsoft, Oversight, Philanthropy, Profitability, Shareholder value, Signaling
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The Future of Sustainability Disclosure: What Remains Unchanged in an Environment of Regulatory Uncertainty?
This afternoon [December 1, 2016], I would like to talk with you about the history of sustainability disclosure, and about the fundamental principles that have long been central to the efficient functioning of our markets—concepts such as transparency, materiality, and, above all, the needs of investors. I believe it’s important for all of us to […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Practitioner Publications, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Corporate Social Responsibility, Disclosure, Environmental disclosure, ESG, Financial reporting, Information environment, Regulation S-K, Reporting regulation, SEC, Securities regulation, Sustainability
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Ten Key Implications of Donald Trump’s Electoral Victory for Financial and Securities Regulation
President-elect Trump and his supporters have publicly called for the overhaul of Dodd-Frank and related regulations enacted since the financial crisis, while Democrats have been steadfast in maintaining one of the major accomplishments of the Obama presidency. We have watched the incoming administration’s statements and actions with interest, along with the hardened views of congressional […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Asset management, Banks, CFPB, CFTC, Derivatives, Dodd-Frank Act, DOL, Donald Trump, FDIC, Federal Reserve, Financial institutions, Financial regulation, Money laundering, OCC, Presidential elections, SEC, Securities regulation, Stress tests, Treasury Department, Volcker Rule
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Price and Probability: Decomposing the Takeover Effects of Anti-Takeover Provisions
Anti-takeover provisions are major governance mechanisms that affect firm value. It is often argued that they allow managers to bargain for a higher price in the event of a hostile takeover at the expense of reducing or delay the possibility of a takeover. However, there is little causal evidence on this trade-off. Our paper, Price […]
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Posted in Corporate Elections & Voting, Empirical Research, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition premiums, Antitakeover, Decision-making, Mergers & acquisitions, Shareholder proposals, Shareholder value, Shareholder voting, Takeover defenses, Takeover premiums, Takeovers, Target firms
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The HLS Forum Celebrates Its Tenth Anniversary
Today, the Harvard Law School Forum on Corporate Governance and Financial Regulation is pleased to mark its tenth anniversary. Established in 2006 by Professor Lucian Bebchuk and the Harvard Law School Program on Corporate Governance, the Forum has become the leading online resource, and the central outlet for the exchange of ideas and debate, in the […]
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Posted in Program News & Events
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Building the Strategic-Asset Board
In 1996, the Report of the NACD Blue Ribbon Commission on Director Professionalism made recommendations on issues including establishing mechanisms for appropriate director turnover/tenure limitations, evaluation of the full board and of individual directors, and ongoing director education. It stated, “the primary goal of director selection is to nominate individuals who, as a group, offer […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board communication, Board composition, Board evaluation, Board leadership, Board performance, Board tenure, Board turnover, Boards of Directors, Director nominations, Director qualifications, Engagement, Transparency
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Competition and Stability in Banking: The Role of Regulation and Competition Policy
Competition has been perceived with suspicion, and even suppressed for extended periods, in banking. After banking was liberalized, a process which started in the 1970s in the United States, it has become much more unstable, culminating with the 2007–2009 crisis which resembles the systemic banking problems of the 1930s. Is competition in banking good for […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Securities Regulation
Tagged Banks, Deregulation, Financial crisis, Financial institutions, Financial regulation, Investor protection, Prudence, Risk-taking, Securities regulation, Systemic risk, Too big to fail
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