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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
Brexit—What Now for Fund Managers?
The UK referendum of June 23 will have historic implications for the UK and the EU as a whole. We have attempted here to look at some issues for financial services businesses, and in particular fund managers, transacting with the UK and EU. It is difficult to be definitive because although the vote to leave […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Brexit, Capital markets, EU, Europe, Financial institutions, Financial regulation, Fund managers, International governance, Legal systems, Private funds, UK
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Institutional Investors and Class Action Tolling
Stock fraud, accounting scandals, and predatory behavior by investment banks have long plagued our nation’s financial markets. Fortunately, for over forty years, investors’ individual claims for recovery of damages under the U.S. securities laws have been protected and preserved by the filing of a securities class action. In 2013, however, a split emerged among the […]
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Posted in Court Cases, Institutional Investors, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Institutional Investors, Pension funds, Rule 10b-5, Section 11, Securities fraud, Securities litigation, Statute of limitations, Supreme Court, Tolling, U.S. federal courts
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Does Combining the CEO and Chair Roles Cause Poor Firm Performance?
Considerable disagreement exists on the merits of CEO-Chair duality. In recent years, there has been growing regulatory and investor pressure to split the titles of CEO and Chairman of the Board. In fact, there is a significant trend towards separation of the two titles. However, the empirical evidence in the literature is inconclusive on the […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, Board composition, Board leadership, Boards of Directors, Director qualifications, Executive performance, Firm performance, Management, Non-executive chairman, Shareholder value, Succession
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DOJ Declination Letters and the FCPA
The Department of Justice has publicly released its first declination letters since the launch of its FCPA Pilot Program two months ago. [1] The letters were sent to two companies, home-security and thermostat systems-maker Nortek, Inc. and internet-services provider Akamai Technologies, Inc., respectively, on June 3 and June 6. [2] Each company had been under […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Anti-corruption, China, Compliance & ethics, Disgorgement, DOJ, FCPA, Foreign firms, Internal auditors, International governance, Misconduct, Non-prosecution agreement, SEC, SEC investigations, Voluntary Disclosure
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Pillars of Sustainability Leadership
Business leaders increasingly recognize the sustainability imperative. They understand that the companies they lead cannot expect to be successful in the long term without considering the communities they work in and with and the natural environment they operate in and depend on. They understand global trends will ultimately reward companies that successfully balance their natural, […]
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Disclosure, Engagement, Environmental disclosure, ESG, Executive Compensation, Incentives, Innovation, Management, Pay for performance, Risk oversight, Sustainability
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Court’s Limitation of Timetable for SEC’s Claims for Disgorgement
In SEC v. Graham, No. 14-13562 (11th Cir. May 26, 2016), the Eleventh Circuit held that the five-year statute of limitations applicable to SEC enforcement proceedings under 28 U.S.C. § 2462 applies to disgorgement and declaratory relief claims, but not to injunctive relief claims. The Eleventh Circuit reasoned that the backward-looking remedies of disgorgement and […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Disgorgement, SEC, SEC enforcement, SEC investigations, Securities enforcement, Statute of limitations, U.S. federal courts
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Dell: Appraisal Award and Merger Price
In Appraisal of Dell Inc. (May 31, 2016), the Delaware Court of Chancery awarded an appraisal amount ($17.62) that was 30% higher than the price that was paid in the $25 billion merger ($13.75) in which Michael Dell (the founder, CEO, and 16% stockholder of Dell) and private equity firm Silver Lake Partners took Dell […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Buyouts, Delaware cases, Delaware law, Fair values, Go-shop, Going private, In re Appraisal of Dell, Leveraged acquisitions, Merger litigation, Mergers & acquisitions
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The Indispensability of the Shareholder Value Corporation
Despite their differences of opinion on other issues, most corporate law and governance scholars have tended to agree upon one thing at least: that the overarching normative objective of corporate governance—and, by implication, corporate law—should be the maximization (or, at least, long-term enhancement) of shareholder wealth. Indeed this proposition—variously referred to as the “shareholder wealth […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Benefit corporation, Corporate forms, Dual-class stock, Legal systems, Ownership structure, Public firms, Public interest, Shareholder power, Shareholder primacy, Shareholder value
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Weekly Roundup: June 23–June 30, 2016
Non-GAAP Financial Measures: The SEC’s Evolving Views Posted by Nicolas Grabar and Sandra Flow, Cleary Gottlieb Steen & Hamilton LLP, on Friday, June 24, 2016 Tags: Accounting, Accounting standards, Compliance and disclosure interpretation, Disclosure, Earnings announcements,Financial reporting, Foreign issuers, Performance measures, Regulation G, Regulation S-K, SEC, Securities regulation,Taxation Delaware Share Ownership and the Blockchain Posted […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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