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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
Engagement: The Missing Middle Approach in the Bebchuk–Strine Debate
In our article entitled Engagement: The Missing Middle Approach in the Bebchuk–Strine Debate, recently published in the NYU Journal of Law & Business, we contend that in the debate over whether more director or shareholder control would maximize firm value, a critical approach for influencing firm management effectively is missing. This approach is shareholder engagement, and […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Bebchuk-Brav-Jiang study, Board communication, Boards of Directors, Engagement, Fund managers, Institutional Investors, Long-Term value, Management, Proxy voting, Shareholder activism, Shareholder value, Shareholder voting, Short-termism
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Is the Stock Market Just a Side Show? Evidence From Venture Capital
Is the stock market just a sideshow or does it have real effects on economic activities? Conventional wisdom believes that stock prices merely reflect expectations about future cash flows. However, a growing strand of literature challenges this traditional view by arguing that financial markets as a whole have the ability of aggregating different pieces of […]
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Posted in Academic Research, Empirical Research
Tagged Fund managers, Information asymmetries, Information environment, Market efficiency, Market reaction, Public firms, Stock performance, Venture capital firms
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Oversight of the SEC
Thank you for inviting me to testify today [June 14, 2016] regarding the current work and initiatives of the U.S. Securities and Exchange Commission (SEC or Commission). The SEC is a critical agency that serves as the bulwark safeguarding millions of investors and the most vibrant markets in the world. Thanks to the exceptional work […]
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Posted in Accounting & Disclosure, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Asset management, Audit trail, Capital formation, Compliance and disclosure interpretation, Cybersecurity, Derivatives, Dodd-Frank Act, Equity capital, Executive Compensation, FAST Act, JOBS Act, Oversight, SEC, SEC enforcement, Securities enforcement, Securities regulation, Swaps, Transparency, Whistleblowers
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CEO Overconfidence and Financial Crisis
Bank financial contagion is cited as a key feature of the financial crises, as problems at specific financial institutions rapidly morphed into a crisis for the entire financial system. Shocks to bank health have played a systematic role in worsening financial stability. Yet not all financial institutions suffered during these crisis years. In our article, CEO Overconfidence […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis
Tagged Bank debt, Banks, Behavioral finance, Corporate culture, Debt-equity ratio, Executive turnover, Financial crisis, Financial institutions, Leverage, Management, Managerial style, Overconfidence, Risk-taking, Russia, Shocks
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Debt Restructurings and the Trust Indenture Act
In a case commonly referred to as Marblegate, a federal district court recently held that a debt restructuring by for-profit education provider EDMC violated a non-impairment provision in the Trust Indenture Act (TIA), a Depression-era statute governing bond indentures. The restructuring presented bondholders with a choice between exchanging their bonds for equity and being left […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Court Cases, Securities Regulation
Tagged Bankruptcy, Bondholders, Bonds, Debt, Debtor-creditor law, Distressed companies, Foreclosures, Reorganizations, Restructurings, SEC, Securities regulation, Trust Indenture Act, U.S. federal courts
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Citigroup: Delaware Court on “Holder Claims”
The Delaware Supreme Court recently addressed the issue of whether “holder claims”—claims brought by investors seeking damages based on continuing to hold stock in reliance on a company’s alleged misstatements, rather than buying or selling—are direct or derivative in nature. In Citigroup Inc., et al. v. AHW Investment Partnership, et al., No. 641, 2015, 2016 […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Delaware cases, Delaware law, Derivative suits, Disclosure, Fiduciary duties, Fraud-on-the-Market, Negligence, Restatements, Securities fraud, Shareholder suits, State law, Subprime securities
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Tilton: Constitutional Challenge to SEC Administrative Proceedings
On June 1, the Second Circuit in Tilton et al. v. SEC, No. 15-2103 (2d. Cir. Jun. 1, 2016), echoed recent Seventh and D.C. Circuit decisions (respectively, Bebo v. SEC, No. 15-1511 (7th Cir. Aug. 24, 2015), cert. denied, 136 S. Ct. 1500 (Mar. 28, 2016), and Jarkesy v. SEC, No. 14-5196 (D.C. Cir. Sept. […]
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Posted in Court Cases, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Fund litigation, Fund managers, Fund performance, Jurisdiction, Private equity, SEC, SEC enforcement, Securities enforcement, U.S. federal courts
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Toward Better Mutual Fund Governance
The financial crisis brought substantial change to the financial services industry, thanks largely to Congress’s post-crisis passage of the Dodd-Frank Act. Subjecting swaps and hedge fund managers to regulatory oversight and reforming the rules applicable to credit rating agencies are but a small sample those changes. Dodd-Frank did not, however, bring about any significant change the […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors, Financial Regulation, Legislative & Regulatory Developments
Tagged Asset management, Boards of Directors, Dodd-Frank Act, Financial regulation, Fund managers, Investment advisers, Investment Company Act, Investor protection, Mutual funds, Oversight
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When Are Weak Property Rights Optimal?’
While economists have long maintained that weak property rights are detrimental for development since they discourage effort and investment (Besley and Ghatak, 2010), legal scholars have argued instead that they can be optimal whenever transaction costs prevent consensual trade (Calabresi and Melamed, 1972). In my paper Endogenous Property Rights, forthcoming at the Journal of Law and […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Financial development, Information environment, International governance, Legal systems, Market conditions, Ownership, Property rights, Social contract
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