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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 Value of Offshore Secrets: Evidence from the Panama Papers
On April 3, 2016, news sources around the world started reporting about a data leak of 11.5 million confidential documents concerning the business activities of Mossack Fonseca, a Panama-based law firm. The leaked documents implicate a wide range of firms, politicians, and other individuals to have used 214,000 secret shell companies to evade taxes, finance […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Anti-corruption, Compliance & ethics, Cybersecurity, Firm valuation, International governance, Misconduct, Shareholder value, Tax avoidance, Taxation
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Recent Criticism of the SEC: Fair or Unfair?
Over the last few years, the SEC has been criticized for (1) failing to “consistently and aggressively enforce the securities laws and protect investors and the public,” (2) obtaining sanctions that amount to only a slap on the wrist against major financial institutions, (3) settling rather than taking big banks to trial, 4) failing to […]
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Posted in Financial Crisis, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Financial crisis, Investor protection, Non-prosecution agreement, SEC, SEC enforcement, Securities damages, Securities enforcement, Securities regulation, Settlements
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Dual Ownership, Returns, and Voting in Mergers
In our paper, Dual Ownership, Returns, and Voting in Mergers, recently published in the Journal of Financial Economics, we study how the joint ownership of target’s equity and debt affects investors’ behavior and outcomes of M&A transactions. Prior research in this area implicitly assumes that each investor holds either stocks or bonds, but not both […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, Mergers & Acquisitions
Tagged Behavioral finance, Bondholders, Common ownership, Debt, Mergers & acquisitions, Mutual funds, Ownership, Risk, Risk arbitrage, Shareholder voting, Target firms
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Redacting Proprietary Information at the Initial Public Offering
The U.S. Securities and Exchange Commission (SEC) mandates that publicly-traded firms disclose a large array of information to investors. Because certain disclosures could cause competitive harm, the SEC allows firms to request confidential treatment of competitively sensitive information contained in material agreements that it would otherwise be required to disclose to the public. If the […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Securities Regulation
Tagged Capital formation, Confidentiality, Disclosure, Firm valuation, Information asymmetries, Information environment, Investor protection, IPOs, SEC, Securities regulation, Transparency, Underpricing
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Antitrust Executive Order and Common Ownership
On April 15, 2016, President Obama issued an Executive Order entitled “Steps to Increase Competition and Better Inform Consumers and Workers to Support Continued Growth of the American Economy.” The Order called on federal agencies to identify potentially anticompetitive practices and to furnish to the Director of the White House National Economic Council a list […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitrust, Boards of Directors, Common ownership, DOJ, Institutional Investors, Interlocking boards, Mergers & acquisitions, Ownership, Public firms, Securities regulation
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Inside Lawyers: Friends or Gatekeepers?
What should the role of inside (in-house) lawyers be within the corporation? What, if any, obligations to the corporate entity should inside lawyers have to disrupt the material misconduct of their client representatives (to wit: senior managers, including the CEO)? Should inside lawyers conduct themselves as if they are “close friends” of senior managers or […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Accountability, Compliance & ethics, Confidentiality, General counsel, General Motors, Information environment, Inside counsel, Inside information, Management, Misconduct
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SEC Monitoring of Foreign Firms’ Disclosures
Foreign firms represent a significant proportion of firms trading in US markets. These firms, like listed US firms, are subject to monitoring by the Securities Exchange Commission (SEC). However, because of SEC’s tripartite mission to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation, it is not obvious how SEC monitoring of […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation, Securities Regulation
Tagged Capital markets, Disclosure, Financial reporting, Foreign firms, Information asymmetries, Information environment, International governance, Investor protection, Liability standards, Reporting regulation, SEC, Securities regulation
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Challenges to Going-Private Mergers in New York
In a landmark decision on May 5, 2016, the New York Court of Appeals held that challenges to going-private mergers where there is a controlling stockholder must be reviewed under the deferential business judgment rule rather than the more exacting “entire fairness” standard of review, as long as certain protections for minority stockholders are in […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Dual-class stock, Fairness review, Fiduciary duties, Going private, Merger litigation, Mergers & acquisitions, Minority shareholders, New York, Shareholder suits, State law
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Divided Loyalties? The Role of Defense Litigation Counsel in Shareholder M&A Litigation
In our paper Divided Loyalties? The Role of Defense Litigation Counsel in Shareholder M&A Litigation, we examine the role of defense litigation counsel in merger and acquisitions (M&A) litigation. We theorize that defense litigation counsel may have two possibly conflicting roles in this litigation. First, defense litigation counsel will aim to defend the target company […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Delaware articles, Delaware law, Disclosure, Merger litigation, Mergers & acquisitions, Settlements, Shareholder suits, State law, Takeover premiums
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Italian Boards and The Strange Case of the Minority Becoming Majority
Italian law provides for a fairly unique and interesting mechanism allowing “minority” shareholders to appoint a percentage of board members. In a nutshell, this system—called “list voting” or “slate voting” and regulated by the “Consolidated Law on Financial Markets”—injects an element of proportionality in the election of the board. It is profoundly different from “proxy […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Board independence, Boards of Directors, Controlling shareholders, Europe, Institutional Investors, International governance, Italy, Majority voting, Management, Minority shareholders, Proxy access, Proxy voting, Shareholder voting
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