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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
Bail-in and Market Stabilization
The concept of “bailing in” a distressed bank’s creditors to avoid a taxpayer-financed public rescue is commonly accepted as one of the most significant regulatory achievements in the post-crisis efforts to end the problem of “Too Big To Fail”. Yet behind the political slogan, surprising uncertainties remain as to the precise regulatory objective of bail-in, […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Bailouts, Banks, Central banking, Failed banks, Financial crisis, Financial institutions, Financial regulation, Liquidity, Market reaction, Resolution authority, SIFIs, Too big to fail
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Weekly Roundup: July 15–July 21, 2016
The Impact of Merger Legislation on Bank Mergers Posted by Jan-Peter Siedlarek, Federal Reserve Bank of Cleveland, on Friday, July 15, 2016 Tags: Antitrust, Banks, Europe, Financial institutions, Financial regulation, International governance, Market efficiency, Market reaction, Mergers & acquisitions, Systemic risk The Investor-Savvy Board Posted by Anthony Goodman, Russell Reynolds Associates, on Friday, July 15, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Berkshire’s Blemishes: Lessons for Buffett’s Successors, Peers, and Policy
While people routinely laud the value of Warren Buffett’s unique governance of Berkshire Hathaway, I have tallied the costs, highlighting lessons for Buffett’s successors, Berkshire’s peers, and public policy. The most visible—and measurable—costs of the Berkshire model appear in capital allocation, principally acquisitions and investments. Buffett relies on himself in making these decisions, without board […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Berkshire Hathaway, Capital allocation, Corporate culture, Decision-making, Management, Managerial style, Public perception, Reputation, Succession, Warren Buffet
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Institutional Investors and Corporate Political Activism
There is increasing evidence that state public pension funds preferentially direct their investments towards local corporations, creating a bias which cannot be justified by subsequent returns. In our paper, Institutional Investors and Corporate Political Activism, we investigate the political activism of firms and how it is influenced by the presence of state public pension fund ownership. […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Agency costs, Citizens United v. FEC, Conflicts of interest, Institutional Investors, Pension funds, Political spending, Social capital, State law, Supreme Court
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Yet Another Congressional Proposed Corporate Reform: Proxy Advisory Firms in the Crosshairs
Over the past six months, U.S. legislators have engaged in an unusual burst of energy to introduce three separate bills regulating various areas affecting U.S. public company corporate governance: The Cybersecurity Disclosure Act of 2015 would require disclosure of whether public company boards contained a cyber-security “expert” or, if not, why not. The bill, introduced […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Private Equity, Securities Regulation
Tagged Brokaw Act, Cybersecurity, Disclosure, Glass Lewis, Hedge funds, Institutional Investors, ISS, Mutual funds, Private equity, Proxy advisors, Proxy Advisory Reform Act, Proxy voting, Securities regulation, Shareholder voting
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The Delaware Courts’ Increasingly Laissez Faire Approach To Directorial Oversight
In a wave of recent cases, judges in Delaware, the state that has pioneered the nation’s corporate laws but holds less than one-third of one percent of the U.S. population, have issued opinions that dramatically curtail the rights of millions of shareholders across the country. For decades, legal scholars have opined that Delaware’s corporate-friendly laws […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Delaware cases, Delaware law, Disclosure, Discovery, Duty of care, Information asymmetries, Merger litigation, Mergers & acquisitions, Shareholder rights, Shareholder voting
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The Management of Political Risk
We explore a long standing prediction in the international business literature that managers’ subjective perceptions of political risk—not just the level of risk—are important for how firms manage political risk. The importance attributed to political risk by corporate executives has increased over the last 15 years and our results show that political risk is now […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, Behavioral finance, Derivatives, Incentives, Investor protection, Management, Managerial style, Risk assessment, Risk management, Risk-taking, Surveys
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Hot Topics for Boards from the 2016 Proxy Season
With the 2016 proxy season winding down, it is time for boards, corporate governance and compensation committees, and their advisors to take stock of voting results and consider their implications for board and committee agendas and shareholder engagement efforts in the year ahead. This article provides an overview of key mid-season voting results on: Shareholder […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications
Tagged Board independence, Boards of Directors, Environmental disclosure, Equity-based compensation, ESG, Executive Compensation, No-action letters, Political spending, Proxy access, Proxy season, Say on pay, Shareholder elections, Shareholder proposals, Shareholder voting, Sustainability
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