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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 Fed’s Deeply Flawed Strategy for Resolving Failed Megabanks
In my article SPOE + TLAC = More Bailouts for Wall Street, which was recently published in the Banking & Financial Services Policy Report, I discuss a new strategy that the Federal Reserve Board (Fed) has proposed for dealing with failures of global systemically important banks (G-SIBs). My article points out a number of serious […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Bailouts, Bank debt, Capital requirements, Deposit insurance, Dodd-Frank Act, FDIC, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, G-SIB, Liquidation, Recapitalization, Recovery & resolution plans, Resolution authority, SIFIs, Too big to fail, Treasury Department
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Corporate Use of Social Media
While companies devote considerable effort to creating and managing social media presences, little is known about how they use social media to communicate financial information to investors. This report examines the use of social media by S&P 1500 companies to disseminate financial information and the response from investors and traditional media. The findings show that […]
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Posted in Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research, Practitioner Publications
Tagged Capital markets, Disclosure, Earnings announcements, Engagement, Financial reporting, Information environment, Market reaction, Social capital, Social media
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The Shadow Cost of Bank Capital Requirements
Capital requirements are an important tool in the regulation of financial intermediaries. Leverage amplifies shocks to the value of an intermediary’s assets, increasing the chance of distress, insolvency, and costly bailouts. Following the recent financial crisis, prominent economists and policy makers have called for a substantial increase in capital requirements for financial intermediaries. Nevertheless, proposals […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Capital requirements, Compliance & ethics, Cost of capital, Debt-equity ratio, Financial crisis, Financial institutions, Financial regulation, Leverage, Liquidity
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Defending Director Discretion
In this year’s Foreword, Dougherty examines three developments that increasingly impact director discretion: the threatened demise of derivative court case protections; increasing judicial skepticism toward settlements of challenges to corporate disclosure; and the potential intrusion of SEC whistleblower protocols into corporate arenas. The Impact of Funds Of all the forms of institutional investor, mutual funds […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Derivative suits, Institutional Investors, Mutual funds, Pension funds, Proxy voting, SEC, SEC enforcement, Securities regulation, Settlements, Shareholder activism, Shareholder suits, Shareholder voting, Whistleblowers
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Systemic Financial Degradation Due to the Structure of Corporate Taxation
In our article, Systemic Financial Degradation Due to the Structure of Corporate Taxation, which was recently posted to SSRN, we examine how financial sector safety is undermined by the structure of the corporate tax. Regulators have sought since the 2008 financial crisis to strengthen the financial system. Yet a core source of weakness and an […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation, HLS Research
Tagged Banks, Corporate debt, Debt, Debt-equity ratio, Equity capital, Financial crisis, Financial institutions, Financial regulation, Incentives, Risk, Risk-taking, Systemic risk, Taxation
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Stock Markets, Banking Crises, and Economic Recoveries
Over twenty-five years ago, Alan Greenspan, then Chairman of the Federal Reserve System, asserted that stock markets act as a “spare tire” during banking crises, providing an alternative corporate financing channel when banking systems “go flat.” In our paper, Spare Tire? Stock Markets, Banking Crises, and Economic Recoveries, recently featured in the Journal of Financial […]
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Posted in Academic Research, Banking & Financial Institutions, Empirical Research, Financial Crisis, Financial Regulation
Tagged Banks, Capital markets, Equity capital, Equity offerings, Failed banks, Financial crisis, Financial institutions, Financial regulation, Firm performance, Investor protection, Legal systems, Liquidity, Profitability, Shocks, Systemic risk
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SEC and Modernizing Regulation S-K
On April 13, 2016, the SEC issued a concept release requesting comment on existing disclosure requirements in Regulation S-K relating to a public company’s business and financial information. The concept release is part of a comprehensive “Disclosure Effectiveness Initiative” led by the SEC’s Division of Corporation Finance to review the effectiveness of public company disclosure […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Accounting, Compliance & ethics, Disclosure, Information environment, Investor protection, JOBS Act, Regulation S-K, Reporting regulation, Risk disclosure, SEC, SEC rulemaking, Securities regulation
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Corporate Litigation and Non-Reliance Provisions
This month we continue our discussion of contractual non-reliance provisions. Under Delaware law, a prima facie claim for fraudulent misrepresentation requires the plaintiff to plead facts supporting an inference that, among other things, the plaintiff acted in justifiable reliance on the misrepresentation. In the context of private mergers and acquisitions, a buyer bringing a post-transaction […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Contracts, Corporate fraud, Delaware cases, Delaware law, Due diligence, Fair values, Fairness review, Liability standards, Merger litigation, Mergers & acquisitions, Reliance
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