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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
Government Pushes to Expand Insider Trading Liability
Two years ago, the Second Circuit Court of Appeals dealt the government a stinging defeat in United States v. Newman, an insider trading case that the government stated “will dramatically limit the Government’s ability to prosecute some of the most common, culpable, and market-threatening forms of insider trading,” and that “arguably represents one of the […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Information asymmetries, Inside information, Insider trading, Liability standards, Misconduct, Securities enforcement, Securities regulation, Supreme Court, U.S. federal courts
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Are Foreign Investors Locusts? The Long-Term Effects of Foreign Institutional Ownership
In an era of increasing financial globalization, many analysts have expressed fears that a dispersed and globalized shareholder structure may be harmful to corporate investment, undermining firms’ future growth and performance. In fact, many policy makers have voiced protectionist sentiments with regard to foreign capital flows which might represent “hot money” in search of short-term […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Asset management, Capital allocation, Firm performance, Fund managers, Innovation, Institutional Investors, International governance, Long-Term value, Ownership, Shareholder value, Short-termism
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The Impact of ISS’ New Policy on IPO Company Director Elections
We recently published a survey of corporate governance practices adopted by companies in their IPOs. Our survey concluded that IPO companies continue to adopt charter provisions such as a classified board or dual class stock that can be viewed as having an anti-takeover impact, without any noticeable impact on valuation or marketing. While we continue to […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Antitakeover, Boards of Directors, Charter & bylaws, Classified boards, Dual-class stock, Institutional Investors, IPOs, ISS, Proxy advisors, Public firms, Shareholder rights, Shareholder voting, Surveys
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SEC Denial of No-Action Relief with Regard to 3/3 Proxy Access Proposal
During the 2016 proxy season, the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) granted no-action relief to 36 issuers with regard to proxy access shareholder proposals on the ground that they had substantially implemented the proposal under Rule 14a-8(i)(10). In each of these instances, the proxy […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director nominations, James McRitchie, No-action letters, Proxy access, Proxy materials, Rule 14a-8, SEC, Shareholder nominations, Shareholder proposals
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Mergers and Acquisitions, Technological Change, and Inequality
A substantial rise in wage inequality in the United States and other developed countries has garnered significant attention in the media and among policy circles. Economists have argued that rising inequality is a consequence of technology adoption. Technology may be skill-biased enhancing the productivity of high-skill labor (Katz and Autor, 1999) or routine-biased enabling firms […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Capital allocation, Capital formation, Efficiency, Innovation, Merger announcements, Merger waves, Mergers & acquisitions, Reorganizations, Target firms
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Corporate Governance by the Numbers
The EY Center for Board Matters collects and analyzes governance data for more than 3,000 US public companies through its proprietary corporate governance database. We invite you to explore Corporate Governance by the Numbers. Board Composition Board composition* S&P 500 S&P MidCap 400 S&P SmallCap 600 S&P 1500 Russell 3000 Age 62 years 63 years […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Audit committee, Board composition, Board leadership, Boards of Directors, Engagement, ESG, Executive Compensation, Proxy contests, Say on pay, Shareholder proposals, Shareholder voting
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Do Banks Have A Fiduciary Duty to Shed Their BHC Status?
The last thirty years have witnessed a dramatic rise in bank adoption of the bank holding company (“BHC”) structure. Inherent in this trend is an apparent accepted orthodoxy about the need of such structures from both a business and regulatory perspective. The percentage of U.S. banks owned by BHCs has more than doubled since 1980, […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Bank Holding Company Act, Banks, Dodd-Frank Act, Fiduciary duties, Financial institutions, Financial regulation, Securities regulation
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Directors’ Fiduciary Duties in Approving Mergers
On July 28, 2016, the Delaware Court of Chancery held that stockholders of Riverstone National, Inc. had adequately stated a breach of fiduciary duty claim against the company’s directors who approved a merger that extinguished threatened derivative claims against them. See In re Riverstone Nat’l, Inc. S’holder Litig., C.A. No. 9796-VCG (Del. Ch. July 28, 2016). The […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Derivative suits, Director liability, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions, Shareholder suits
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Interest in Appraisal
In a forthcoming article, we critique Delaware’s system for awarding prejudgment interest in stockholder appraisal actions and propose a set of reforms designed to improve upon the existing regime. The recent rise in appraisal litigation is largely a positive development, as we have argued before and as mounting evidence confirms. Nonetheless, it has sparked a […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Acquisition agreements, Appraisal rights, Arbitrage, Delaware law, Delaware legislation, Fair values, Incentives, Mergers & acquisitions, Minority shareholders, Settlements, Shareholder suits
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