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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
CEO Personality and Firm Policies
In the paper, CEO Personality and Firm Policies, which was recently made publicly available on SSRN, we use two samples of high quality personality data for chief executive officers (CEOs) and the way they speak during question-and-answer (Q&A) portion of earnings conference calls to develop a measure of CEO personality in terms of the Big Five […]
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Posted in Academic Research, Empirical Research
Tagged Behavioral finance, Capital allocation, Executive performance, Executive value, Firm performance, Management, Managerial style, R&D, Risk-taking
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Securities Class Action Filings: 2016 Midyear Assessment
Plaintiffs filed 119 new federal securities class action cases in the first half of 2016, a 17 percent increase over the last half of 2015, according to Securities Class Action Filings—2016 Midyear Assessment, a new report released by Cornerstone Research and the Stanford Law School Securities Class Action Clearinghouse. The total represents an increase of […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Filings, Merger litigation, Mergers & acquisitions, Section 11, Securities litigation, Shareholder suits, Supreme Court, U.S. federal courts
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The Law and Brexit III
August has arrived and, with it, little additional clarity on next steps in the Brexit process. Speculation remains rife about the objectives of the UK Government in the negotiations. Will it seek access to the single market, will it pursue a clean break from the EU, or will a hybrid engagement model emerge? What has […]
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Posted in Banking & Financial Institutions, Executive Compensation, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bailouts, Banker bonuses, Banks, Bonuses, Brexit, Capital requirements, EU, Europe, Executive Compensation, Failed banks, Financial institutions, Financial regulation, Foreign banks, G-SIB, Recovery & resolution plans, UK
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The Lifecycle of Firm Takeover Defenses
Are takeover defenses good or bad for shareholders? The answer depends on whom you ask. Many researchers find support for the view that takeover defenses entrench managers and decrease firm value (e.g., Gompers, Ishii and Metrick (2003), Masulis, Wang, and Xie (2007), Bebchuk, Cohen and Ferrell (2009)). But others find that takeover defenses are associated […]
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Posted in Academic Research, Boards of Directors, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Agency costs, Antitakeover, Boards of Directors, Entrenchment, Firm valuation, Hostile takeover, Management, Mergers & acquisitions, Poison pills, Shareholder value, Takeover defenses, Takeovers
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Do Creditor Rights Increase Employment Risk? Evidence from Loan Covenants
In our article, Do Creditor Rights Increase Employment Risk? Evidence from Loan Covenants, which was recently accepted for publication in the Journal of Finance, we provide evidence that binding financial contracts have a large impact on employees and are an amplification mechanism of economic downturns. A fundamental question in both finance and macroeconomics is whether […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research, Financial Crisis
Tagged Bankruptcy, Capital formation, Capital markets, Cost of capital, Covenants, Debt, Debt contracts, Debtor-creditor law, Defaults, Distressed companies, Employees, Financial crisis, Labor markets, Market conditions
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Corporate Culture and the Role of Boards
The FRC’s mission is to promote high quality corporate governance and reporting to foster investment. The UK has a good reputation in this field which has underpinned a substantial amount of business success, but it is by no means perfect. There are valid questions about how effectively existing corporate governance arrangements address the board’s responsibilities […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Board communication, Board leadership, Board performance, Boards of Directors, Corporate culture, Director qualifications, Engagement, International governance, Long-Term value, Management, Reputation, UK
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Stakes Go Up In SEC Administrative Proceedings
The U.S. Court of Appeals for the D.C. Circuit [on August 9, 2016] upheld the constitutionality of SEC administrative proceedings in Raymond J. Lucia Cos. v. Securities and Exchange Commission . This is a significant victory for the SEC. In recent years, the SEC has brought increasing numbers of enforcement actions as administrative proceedings, rather than […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Forum selection, Investment Advisers Act, Investor protection, Jurisdiction, Misconduct, SEC, SEC enforcement, Securities enforcement, U.S. federal courts
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Weekly Roundup: August 5–August 11, 2016
Conglomerate Investment, Skewness, and the CEO Long-Shot Bias Posted by Oliver Spalt, Tilburg University, on Friday, August 5, 2016 Tags: Behavioral finance, Capital allocation, Decision making, Management, Managerial style, Risk, Risk-taking,Shareholder value A Critique of the ValueAct Settlement Posted by Phillip Goldstein, Bulldog Investors, on Friday, August 5, 2016 Tags: Antitrust, Beneficial owners, Disclosure, DOJ, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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2016 Proxy Season Review
For a second year, proxy access was the preeminent theme during proxy season, with over 200 resolutions filed—reportedly the most ever seen in any shareholder proposal category in a given year. As a result of negotiated withdrawals and voluntary adoptions, over 250 companies had established access rights by the end of June—seven times as many […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board declassification, Boards of Directors, Diversity, Engagement, ESG, Executive Compensation, Institutional Investors, Political spending, Proxy access, Proxy season, Proxy voting, Say on pay, Shareholder activism, Shareholder voting
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