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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
How the Influx of Dividend-Minded Shareholders Will Impact Shareholder Activism
2016 has been the year of the dividend. Fixed income investors seeking higher yields have moved into dividend-paying common stocks, and dividends have replaced earnings as the primary factor determining the movement of stock prices. As a result public corporations have acquired a sizeable body of new shareholders for whom increased dividends are more important […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Capital allocation, Dividends, Firm performance, Institutional Investors, Long-Term value, R&D, Repurchases, Shareholder activism, Shareholder value, Short-termism, Stakeholders
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Beyond the Personal Benefit Test: The Economics of Tipping by Insiders
In Dirks v. SEC, the U.S. Supreme Court ruled against the Securities and Exchange Commission and exonerated securities analyst Raymond Dirks from charges that he illegally passed along insider information garnered from a tipper, Ronald Secrist. Secrist’s tip concerned the existence of a massive, ongoing fraud at his former employer, the giant insurance company Equity […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Inside information, Insider trading, Misconduct, Rule 10b-5, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Social capital, Social networks, Supreme Court
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Corporate Deleveraging
Deleveraging is central to capital structure dynamics, yet systematic analysis of the phenomenon is limited to a handful of prior studies that examine changes in average leverage for samples of firms selected to have high and/or recently increased leverage ratios. Having a more complete understanding of the nature and extent of deleveraging is of first-order […]
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Posted in Academic Research, Accounting & Disclosure, Bankruptcy & Financial Distress, Empirical Research
Tagged Bankruptcy, Capital markets, Capital structure, Debt, Debt securities, Debt-equity ratio, Distressed companies, Leverage, Management, Managerial style
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Towards a New Solution to Retail Investors’ Apathy
Corporate law scholars have taken investors’ rational apathy for granted for decades, considering it a necessary evil once ownership is no longer closely held. The traditional explanation is well known: diversified retail investors, who individually hold small fractions of a firm’s equity capital, often lack the financial incentives to monitor management, as they know that […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research, HLS Research, Institutional Investors
Tagged Behavioral finance, Disclosure, Engagement, Incentives, Proxy advisors, Proxy materials, Retail investors, Shareholder activism, Shareholder proposals, Shareholder voting
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Thoughts for Directors
Boards and management regularly use key performance indicators or metrics to oversee their businesses. These metrics typically cover financial and operating matters and are specific to each company and within industries. Metrics may be financial or operational, qualitative or quantitative, absolute or relative, or focused on short- or long-term performance. Metrics are critical to understanding […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Board evaluation, Board performance, Boards of Directors, Compensation disclosure, Executive Compensation, Executive performance, Firm performance, GAAP, Pay for performance
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The Law and Brexit VIII
As we move to a monthly schedule for the publication of our Brexit series, we finally have some idea as to the schedule for the Brexit process. The British Prime Minister indicated in her party conference speech that the UK will begin the exit process and two year negotiation period by the end of March […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Alternative entities, Asset management, Brexit, EU, Europe, Financial regulation, Fund managers, International governance, Private equity, Private funds, UK
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Lower Performance for Target Pay? Pay for Performance Alignment in Times of Declining Performance
Ensuring alignment between pay and performance is challenging enough when a business is performing well. But what about during times of an industry or economic downturn, waning company performance, a shift in strategic business focus, or a period of investment when performance expectations are not as high as in recent years? Today, institutional investors and […]
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Posted in Accounting & Disclosure, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Compensation disclosure, Executive Compensation, Executive performance, Firm performance, Incentives, Institutional Investors, ISS, Management, Pay for performance, Proxy advisors, Proxy voting, Say on pay, Shareholder value, Surveys
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A New Model for SEC Enforcement: Producing Bold and Unrelenting Results
Good morning and thank you, Dean [Trevor] Morrison for that very kind introduction. It is a pleasure to be here today [Nov. 18, 2016] and I want to thank the NYU Program on Corporate Compliance and Enforcement and the NYU Pollack Center for Law and Business for co-sponsoring this program. These programs provide important forums for […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Private Equity, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Algorithmic trading, Corporate crime, Disclosure, Financial regulation, Financial reporting, Insider trading, Investor protection, Market conditions, Misconduct, Private equity, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities litigation, Securities regulation, Whistleblowers
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Embraer SA Pays $205 Million to the SEC and DOJ to Settle FCPA Violations
On October 24, 2016, U.S. authorities announced that Brazilian aircraft manufacturer Embraer SA agreed to pay more than $205 million to resolve violations of the Foreign Corrupt Practices Act’s anti-bribery, books and records and internal control provisions. According to the U.S. Department of Justice and Securities and Exchange Commission, Embraer made more than $83 million […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, Books and records, Deferred prosecution agreements, DOJ, Due diligence, FCPA, International governance, SEC, SEC enforcement, Securities enforcement, Securities regulation
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The U.S. Legal and Regulatory Environment Under a Trump Administration
Election Day brought an end to a long period of uncertainty that caused market fluctuations and delayed business planning decisions. As we navigate the post-election landscape, many questions remain regarding the potential policy direction of a Trump administration, including policies that could affect long-standing trade agreements, U.S. investments at home and abroad, the power and […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, Capital markets, Cross-border transactions, Cybersecurity, Deregulation, Dodd-Frank Act, Donald Trump, Financial regulation, Glass-Steagall, International governance, Mergers & acquisitions, Political spending, Presidential elections, Securities regulation, Supreme Court, Taxation
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