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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
Hostile Resistance to Hedge Fund Activism
Numerous academic studies present evidence that hedge fund activism campaigns can lead to both short- and long-run improvements in the values of target firms. Despite this evidence, managers of target firms do not typically embrace the appearance of an activist, perhaps because dealing with activists is time consuming and can lead to disruptive operating changes […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Empirical Research
Tagged Antitakeover, Bebchuk-Brav-Jiang study, Boards of Directors, Firm performance, Fund managers, Hedge funds, Long-Term value, Management, Ownership, Poison pills, Proxy fights, Shareholder activism, Shareholder communications, Short-termism, Takeover defenses, Target firms
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The Federal Reserve’s De-Risking of Merchant Banking and Commodities Activities
On September 8, 2016, the Board of Governors of the Federal Reserve System (Federal Reserve), the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (OCC) issued the joint report (Report) on bank activities and investments required by Section 620 of the Dodd-Frank Act. The purpose of the Section 620 Report is to identify bank activities and investments that could pose […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Bank Holding Company Act, Banks, Commodities, Dodd-Frank Act, FDIC, Federal Reserve, FHCs, Financial institutions, Financial reform, Financial regulation, Liability standards, OCC, Risk, Systemic risk, Volcker Rule
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Costs and Benefits of Concentrated Ownership and Control
Corporate ownership structure with a controlling shareholder is prevalent throughout the world. According to one study, more than two-thirds of all publicly-traded companies in East Asia have a controlling shareholder. Even in the US, not only do some of the largest public companies, such as Walmart, Ford, and Berkshire Hathaway, have controlling shareholders, concentrated ownership […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Empirical Research, Securities Regulation
Tagged Behavioral finance, Controlling shareholders, Dual-class stock, Firm performance, Incentives, Long-Term value, Minority shareholders, Ownership structure, Private benefits of control, Reputation, Shareholder value, Short-termism
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Political Connections and the Informativeness of Insider Trades
Our paper examines the relation between political connections and informed trading by corporate insiders within the context of the 2007-2009 Financial Crisis. The unprecedented magnitude of government intervention during the Financial Crisis, the substantial impact of the intervention on firm value, and the political nature of the intervention provide a powerful setting to examine the […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Financial Crisis, Securities Litigation & Enforcement
Tagged Banks, Compliance & ethics, Financial crisis, Financial institutions, Information asymmetries, Information environment, Inside information, Insider trading, Social capital, Social networks, TARP
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The Regulation of Proxy Advisory Firms
September 6, 2016 The Honorable Richard C. Shelby Chairman Committee on Banking, Housing, and Urban Affairs United States Senate Washington, DC 20510 The Honorable Sherrod Brown Ranking Member Committee on Banking, Housing, and Urban Affairs United States Senate Washington, DC 20510 Re: Proposed Legislation Relating to Proxy Advisory Firms Dear Mr. Chairman and Ranking Member […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Securities Regulation
Tagged Corporate Governance Reform and Transparency Act, Glass Lewis, H.R. 5311, Institutional Investors, ISS, Pension funds, Proxy advisors, Proxy season, Proxy voting, SEC, Securities regulation, Shareholder voting
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How to Disclose a Cybersecurity Event: Recent Fortune 100 Experience
Cybersecurity threats pose real challenges for any company, including the theft of valuable intellectual property and the reputational harm caused by losses of customer information. Attendant to the operational and financial challenges associated with cybersecurity threats, SEC reporting companies must also consider their disclosure obligations resulting from the risk or occurrence of data breaches or […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Accountability, Cybersecurity, Disclosure, Filings, Financial reporting, Form 8-K, Regulation FD, Risk disclosure, Risk management, SEC, Shareholder communications
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Beyond Dirks: Gratuitous Tipping and Insider Trading
Is an investment banker who gratuitously shared confidential merger-and-acquisition information with his brother—with no expectation of receiving any tangible benefit in return—guilty of securities fraud? And is the investment banker’s brother-in-law jointly liable for trading securities on the basis of what he knew to be gratuitous tips? The Supreme Court is poised to consider these […]
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Posted in Academic Research, Court Cases, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Duty of loyalty, Exchange Act, Fiduciary duties, Inside information, Insider trading, Liability standards, Regulation FD, Rule 10b-5, SEC enforcement, Securities enforcement, Securities fraud, Securities litigation, Securities regulation, STOCK Act, Supreme Court
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Do Firms Engage in Risk-Shifting? Empirical Evidence
How does corporate investment risk-taking change when a firm has high leverage or approaches distress? In high-leverage states of the world, equity holders benefit from successful outcomes of high-risk projects, while losses from unsuccessful outcomes are borne by debt holders. This asymmetry between who receives the gains and losses from a project could make it […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research
Tagged Agency costs, Bank debt, Bankruptcy, Behavioral finance, Debt-equity ratio, Decision-making, Distressed companies, Incentives, Leverage, Risk, Risk-taking
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NYDFS Proposed Cybersecurity Regulation for Financial Services Companies
On Sept. 13, 2016, the New York State Department of Financial Services (“NYDFS”) issued a proposed regulation that would impose new, rigorous cybersecurity requirements on banks, consumer lenders, money transmitters, insurance companies and certain other financial service providers (each, a “Covered Entity”) regulated by the NYDFS (the “Proposed Regulation”). Given New York’s importance in the financial […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accountability, Banks, Consumer protection, Cybersecurity, Disclosure, Financial institutions, Financial regulation, New York, Privacy, Risk, Risk management, Securities regulation, State law
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Securities Regulation in the Interconnected, Global Marketplace
It is my pleasure to participate in this year’s International Bar Association Annual Conference at the request of your president, David Rivkin, whom I first came to highly admire from our days as very young lawyers. He is a tremendous lawyer and leader. In reviewing your conference program, I was struck by the significant overlap […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Anti-corruption, Asset management, Cross-border transactions, Cybersecurity, Disclosure, Exchange-traded funds, FCPA, International governance, Liquidity, Mutual funds, Oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation
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