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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
The Law and Brexit II
Since our prior post, we now have a new UK Government in place, with a new Prime Minister and a new “Secretary of State for Exiting the European Union.” The shape of the UK’s future relationship with the EU, or even the key objectives of the new UK Government in the Brexit negotiations, remain unclear. […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Brexit, Broker-dealers, Central banking, Clearing houses, Derivatives, EU, Europe, Financial institutions, Financial regulation, Foreign banks, International governance, Money laundering, Securities regulation, Systemic risk, UK
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Comparative Corporate Governance: Old and New
In the forthcoming book chapter, Comparative Corporate Governance: Old and New, I take a bird’s eye perspective on changes in corporate governance systems both in Continental Europe and in the US, and explore their possible impact on the comparative corporate governance literature. Comparative corporate governance scholarship has focused, among other things, on two core issues. […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Agency costs, Capital markets, Controlling shareholders, Europe, Germany, Institutional Investors, Legal systems, Management, Ownership structure, Pension funds, Retail investors, Shareholder activism, Shareholder rights, Social contract
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SEC Proposal to Streamline Disclosure Requirements
On June 28, 2016, the Securities and Exchange Commission (the SEC) proposed Rule 206(4)-4 under the Investment Advisers Act of 1940 that would require each SEC-registered investment adviser to adopt, implement and annually review a written business continuity and transition plan to address risks related to potential significant disruptions in, or termination of, the adviser’s […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Cybersecurity, Disclosure, Investment advisers, Investment Advisers Act, Investor protection, REG SCI, Risk, SEC, SEC rulemaking, Succession
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DOJ Acts on Interlock Concern in Transaction Involving Foreign Entities
On July 14, 2016, the United States Department of Justice announced that it had concerns that a transaction involving two foreign electronic trading platforms would have, as originally structured, violated Section 8 of the Clayton Act. The parties restructured the transaction to address those concerns. Section 8 of the Clayton Act generally prohibits the same […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Antitrust, Boards of Directors, Clayton Act, Conflicts of interest, DOJ, Foreign firms, Interlocking boards, International governance, Safe harbor, Securities enforcement, UK
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Director Tenure Remains a Focus of Investors and Activists
Director tenure, or “board refreshment,” is a corporate governance flashpoint at the moment for institutional investors, boards of directors and proxy advisory firms. One of the top takeaways from the 2016 proxy season, according to EY, is that “board composition remains a key focus—with director tenure and board leadership coming under increased investor scrutiny.” Many […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged BlackRock, Board composition, Board evaluation, Board independence, Board leadership, Board performance, Boards of Directors, Director tenure, Diversity, Entrenchment, Proxy advisors, Succession, Term limits
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Pre-Market Trading and IPO Pricing
The underpricing of initial public offerings (IPOs), with stocks going public having an offer price that is on average below the market price once the stock starts trading, is a worldwide phenomenon. Explanations for the positive first day returns, which average 10-30% in most countries, largely fall into two categories: 1) compensating investors for the […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Agency costs, Agency model, Broker-dealers, Firm valuation, Information asymmetries, International governance, IPOs, Market efficiency, Public firms, Rent-seeking, Taiwan, Underpricing, Underwriting
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The Granular Nature of Large Institutional Investors
The U.S. asset management industry has become increasingly concentrated in recent times. Over the last 35 years, the largest institutional investors have quadrupled their holdings in the equity market. As of September 2015, the largest asset manager oversaw 5.1% of the total equity assets in SEC 13F filings, and the largest 10 managers managed 23.4% […]
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Posted in Academic Research, Empirical Research, Financial Crisis, Institutional Investors
Tagged Asset management, Financial crisis, Institutional Investors, Mutual funds, Risk, Risk management, Shocks, Stock performance, Systemic risk
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NYS Banking Regulator’s Requirements for Transaction Monitoring and Filtering
On June 30, 2016, the New York State Department of Financial Services (“NYSDFS”) adopted a final regulation outlining the attributes of a risk-based transaction monitoring and filtering program that certain New York State-licensed institutions will be required to maintain (the “Final Rule”). The Final Rule includes several notable departures from the proposal that was issued by […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Accountability, Banks, Compliance & ethics, Financial institutions, Financial regulation, Money laundering, New York, Oversight, Risk oversight, State law
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The Value of Creditor Control in Corporate Bonds
In our article, The Value of Creditor Control in Corporate Bonds, recently published in the Journal of Financial Economics, we introduce a measure that captures the premium in bond prices that is due to the value of creditor control. We estimate the premium as the difference in the bond price and an equivalent synthetic bond […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Empirical Research
Tagged Arbitrage, Bankruptcy, Bondholders, Bonds, Control rights, Covenants, Credit default swaps, Credit risk, Debt contracts, Debt securities, Defaults, Distressed companies, Liquidity
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