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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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SEC Proposed Rule on Continuity Planning by Registered Investment Advisers
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 Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Books and records, Cybersecurity, Fiduciary duties, Investment advisers, Investment Advisers Act, Mutual funds, Risk, Risk oversight, SEC, SEC rulemaking, Securities regulation
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2016 Mid-Year Securities Litigation Update
The first half of 2016 yielded several important developments in securities litigation, including federal appellate decisions applying Omnicare and Halliburton II, as well as Delaware court opinions regarding the application of collateral estoppel to parallel cases previously dismissed based on demand futility, a price-increase for dissenting stockholders in a management-led buyout, and yet further developments […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Class actions, Delaware cases, Delaware law, Disclosure, Fraud-on-the-Market, Halliburton, Merger litigation, Omnicare v. NCS Healthcare, Section 10(b), Securities Act, Securities litigation, Settlements, Supreme Court
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Refreshing the Board
Recent press coverage and updated proxy voting guidelines suggest that board refreshment is a topic on fire. It’s a subject that inspires strong feelings and competing perspectives on director tenure or board diversity—or both. Yet, these incendiary dialogues scarcely help a board in considering what is best for its company and shareholders. We suggest boards […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Board communication, Board composition, Board evaluation, Board independence, Board turnover, Boards of Directors, Engagement, Institutional Investors, Proxy voting, Shareholder activism, Succession
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Weekly Roundup: July 22–July 28, 2016
Bail-in and Market Stabilization Posted by Wolf-Georg Ringe, Copenhagen Business School and the University of Oxford, on Friday, July 22, 2016 Tags: Bailouts, Banks, Central banking, Failed banks, Financial crisis, Financial institutions, Financial regulation, Liquidity,Market reaction, Resolution authority, SIFIs, Too big to fail Commonsense Principles of Corporate Governance Posted by Margaret Popper, Sard Verbinnen & […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Is Your Company at Risk for an Activist Attack?
The numbers are sobering: nine of the Fortune-100 and 38 of the Fortune-500 companies dealt with an activist campaign in 2015. [1] And of the latter group, four were targeted more than once. [2] But hedge fund activism is not confined to only the largest public companies—all businesses, along with every industry and part of […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Engagement, Hedge funds, Institutional Investors, Long-Term value, Mergers & acquisitions, Shareholder activism, Shareholder proposals, Shareholder value
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Are Public Companies Spending Too Little on Law Firms?
For at least the past decade, U.S. companies have been keenly focused on reducing their expenditures on outside counsel. Many have taken innovative and drastic actions to that end, such as negotiating alternative fee arrangements or making law firms compete for legal work in electronic auctions. Indeed, the conventional view remains that corporate clients are […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Acquisition agreements, Agency costs, Attorneys' fees, Decision-making, General counsel, Incentives, Leveraged acquisitions, Mergers & acquisitions, Private equity, Public firms, Shareholder value
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The Operational Consequences of Private Equity Buyouts
The private equity asset class has grown tremendously over the last thirty years, reaching $1.6 trillion in global transaction value between the years 2005 to 2007. At the same time, private equity (“PE”) firms generate much controversy. Critics argue that PE transactions are largely financial engineering schemes, burdening portfolio companies with high leverage and an […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions, Private Equity
Tagged Acquisitions, Buyouts, Firm performance, Long-Term value, Managerial style, Mergers & acquisitions, Ownership, Private equity, Private firms, Short-termism, Takeovers
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