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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
Bridging the GAAP/Non-GAAP Gap
Another quarterly earnings cycle is just about to start with companies putting the final touches on their Q3 2016 earnings releases, analyst presentations and the messages they will share with investors. There is intense pressure on companies to meet quarterly analyst estimates and there is also extra attention from the Securities & Exchange Commission (SEC) […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Audit committee, Commonsense Principles, Compliance and disclosure interpretation, Disclosure, Financial reporting, GAAP, SEC, Securities regulation
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ETF Trading and Informational Efficiency of Underlying Securities
The asset management industry has witnessed a tremendous growth in exchange-traded funds (ETFs). As a result, roughly 30% of U.S. equity trading volume is attributable to ETFs (Boroujerdi and Fogertey, 2015). Regulators and academics have found evidence that ETFs have distorted the capital markets as a whole, leading to increased volatility, co-movement, and systemic risk, […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research
Tagged Asset management, Capital markets, Financial institutions, Firm performance, Information asymmetries, Information environment, Investment banking, Market efficiency, Stock analysts, Stock mispricing
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Do Underwriters Compete in IPO Pricing?
The U.S. IPO underwriting market is highly profitable. IPO gross spreads, most of which cluster at 7% of the proceeds, are high in both absolute terms and relative to those in other countries. In addition, returns on IPO stocks on the first day of trading (i.e. IPO underpricing) are even higher than the gross spreads, […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research
Tagged Banks, Collusion, Firm valuation, Foreign banks, Investment banking, IPOs, Offer pricing, Public firms, Underwriting
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Changes and Challenges in the SEC’s ALJ Proceedings
In recent years, when pursuing corporations and their officers for violations of the U.S. securities laws, the Securities and Exchange Commission (“SEC”) Division of Enforcement has increasingly brought its claims to the SEC’s in-house administrative law judges (ALJs) rather than the federal civil courts. In fact, last year, over 90% of the SEC’s actions against […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Dodd-Frank Act, SEC, SEC enforcement, Securities enforcement
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Banking Agencies’ Proposed Cybersecurity Regulations
On Oct. 19, 2016, the Board of Governors of the Federal Reserve System (“Federal Reserve”), the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC,” collectively the “Agencies”) issued a joint advance notice of proposed rulemaking (“Notice”) inviting public comment on cybersecurity regulations and guidance designed to improve the […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Cybersecurity, FDIC, Federal Reserve, Financial institutions, Financial regulation, Financial technology, High-frequency trading, OCC, Risk management, Risk oversight, Systemic risk
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Stealing Deposits: Deposit Insurance, Risk-Taking and the Removal of Market Discipline in Early 20th Century Banks
Deposit insurance spread throughout the world in the latter half of the 20th century as a result of external and internal political pressures favoring its adoption (Demirgüç-Kunt, Kane and Laeven 2008). Despite its overwhelming political support, there is a large empirical literature suggesting that the moral-hazard costs of deposit insurance have out-weighed its liquidity-risk-reduction benefits […]
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Posted in Academic Research, Banking & Financial Institutions, Comparative Corporate Governance & Regulation, Empirical Research, Financial Regulation
Tagged Banks, Deposit insurance, Depository banking, FDIC, Financial crisis, Financial regulation, Insurance, Liquidity, Moral hazard, Risk-taking, Systemic risk
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Weekly Roundup: November 4–November 10, 2016
Dissenting Directors Posted by Marco Ventoruzzo, Bocconi University and Pennsylvania State University, and Piergaetano Marchetti, Bocconi University, on Friday, November 4, 2016 Tags: Board composition, Board dynamics, Board independence, Board leadership, Board performance, Board turnover, Boards of Directors, Director tenure, Diversity, International governance, Italy, Management, Ownership structure “Ostrich” Theory Enforces Ill-Defined Duty to Investigate Clients’ […]
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Posted in Securities Regulation, Weekly Roundup
Tagged Weekly Roundup
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Privacy in M&A Transactions: Personal Data Transfer and Post Closing Liabilities
One aspect of mergers and acquisitions that is receiving growing attention is the relevance of privacy issues under U.S. and European Union (“EU”) laws as well as the laws of a growing number of other jurisdictions. This two-part blog post discusses the principal M&A-related privacy risks and highlights certain “traps” that are often overlooked. In […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Accountability, Disclosure, EU, Europe, FTC, International governance, Merger litigation, Mergers & acquisitions, Privacy, State law
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2016 Corporate Governance & Executive Compensation Survey
We are pleased to share Shearman & Sterling’s 2016 Corporate Governance & Executive Compensation Survey of the 100 largest US public companies. This year’s Survey, the 14th in our series, examines some of the most important governance and executive compensation practices facing boards today and identifies best practices and emerging trends. Our analysis will provide […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Board leadership, Boards of Directors, Clawbacks, Cybersecurity, Derivative suits, Diversity, Dodd-Frank Act, Engagement, Executive Compensation, IPOs, Proxy access, Proxy voting, Say on pay, Shareholder activism, Surveys
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Empirical Analysis of Advance Notice Provisions in Company Bylaws
Historically, corporate bylaws have been the “sleepy hollow” of a corporation’s constitution. They typically specify the offices that comprise the corporation’s leadership team, the corporation’s fiscal year and signing officers for the corporation. Bylaws have tended to be uncontroversial. Today, however, in an era of increased shareholder activism, bylaws have become a venue for corporate […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, International Corporate Governance & Regulation
Tagged Advanced notice, Boards of Directors, Canada, Change in control, Charter & bylaws, Entrenchment, Management, Market reaction, Proxy access, Proxy voting, Shareholder nominations, Shareholder voting, Takeovers
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