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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
How Management Risk Affects Corporate Debt
A firm’s default risk reflects not only the likelihood that it will have bad luck, but also the risk that the firm’s managerial decisions will lead the firm to default. Management risk occurs when the impact of management on firm value is uncertain, and, in principle, could meaningfully affect the firm’s overall risk. Practitioners have […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Behavioral finance, Capital allocation, Capital structure, CFOs, Corporate debt, Credit risk, Defaults, Executive turnover, Leverage, Management, Market reaction, Risk, Risk management, Succession, Transparency
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Indentures and the Brokaw Act
The recently introduced “Brokaw Act” that proposes changes to the rules governing the reporting of ownership in U.S. public companies would expand the definition of “beneficial owner” to include any person with a “pecuniary or indirect pecuniary interest,” including through derivatives, in a particular security (borrowing the concept from the SEC’s insider reporting regime, which […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitakeover, Beneficial owners, Brokaw Act, Change in control, Delaware cases, Disclosure, Hedge funds, Leveraged acquisitions, Mergers & acquisitions, Reporting regulation, Schedule 13D, Securities regulation, Shareholder activism, Shareholder voting, Transparency
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Metlife: FSOC “Too-Big-to-Fail” Designation
On March 30, Judge Rosemary Collyer of the U.S. District Court for the District of Columbia invalidated the Financial Stability Oversight Council’s (“FSOC”) designation of MetLife as a systemically important financial institution (“SIFI”). [1] Although the court found that MetLife may be deemed “predominantly engaged” in “financial” activities and therefore eligible for designation as a […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Court Cases, Financial Crisis, Financial Regulation, Practitioner Publications
Tagged Asset management, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, FSOC, Insurance, Liquidity, Risk assessment, Risk oversight, SIFIs, Systemic risk, Too big to fail, Treasury Department, U.S. federal courts
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The Effect of Passive Investors on Activism
The willingness of investors to engage in activism has grown rapidly in recent years. About 400 U.S. activist campaigns are launched per year, and as noted by The Economist, the current “scale of their insurrection in America is unprecedented… one in seven [companies in the S&P 500 index] has been on the receiving end of […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Empirical Research, Institutional Investors
Tagged Boards of Directors, Institutional Investors, Institutional voting, Mutual funds, Ownership, Proxy fights, Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder voting
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Grading Global Boards of Directors on Cybersecurity
On April 1, 2016 NASDAQ, along with Tanium (a leading-edge cybersecurity consultant), released a detailed survey of nonexecutive (independent) directors and C-suite executives in multiple countries (e.g., the US, UK, Japan, Germany, Denmark, and the Nordic countries) concerning cybersecurity accountability. [1] NASDAQ and Tanium wished to obtain answers to three basic questions: (1) how these […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Accountability, Board independence, Boards of Directors, Cybersecurity, EU, Europe, International governance, Management, Oversight, Risk assessment, Risk management, Risk oversight, Surveys, UK
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Agencies’ Resolution Plan Feedback
[On April 13, 2016], the Federal Reserve and the FDIC (collectively, “Agencies”) released their feedback on the resolution plans submitted July 1, 2015 by the eight largest US banking institutions. [1] Five were deemed “not credible,” while all eight were found to have “deficiencies” or “shortcomings” (or both). The expected July 1, 2016 plan filing […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, FDIC, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Liquidity, Recovery & resolution plans, Risk management, Risk oversight, Systemic risk, Transparency
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Weekly Roundup: April 22–April 28, 2016
Endogenous Legal Traditions and Economic Outcomes Posted by Carmine Guerriero, University of Amsterdam, on Friday, April 22, 2016 Tags: Diversity, Efficiency, Financial Regulation, Globalization, International governance, Labor markets, Legal systems,Market efficiency, Social policies, Stakeholders Dieckman v. Regency: Limited Partnerships and Fiduciary Duties Posted by Robert C. Schwenkel, Fried, Frank, Harris, Shriver & Jacobson LLP, on […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Proxy Access: Developments in Market Practice
Looking back at the proxy access provisions adopted by U.S. companies over the past year, it is clear that there is convergence around most key terms and conditions, including exceptions and details that are not contemplated by most shareholder proposals. While this convergence does not mean that market practice will stop developing or that governance […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Investor horizons, No-action letters, Ownership, Proxy access, Proxy voting, Rule 14a-8, SEC, Securities regulation, Shareholder activism, Shareholder nominations, Shareholder proposals, Shareholder rights, Shareholder voting
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Reporting “Up” Obligations
A recent decision of a state bar disciplinary commission has important implications for the risk oversight obligations of the governing board. According to various media reports, the Michigan Attorney Grievance Commission declined to pursue six former General Motors Co. in-house counsel for failing to disclose to consumers the safety risks of an alleged defective automotive […]
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Posted in Accounting & Disclosure, Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Accountability, Boards of Directors, Compliance & ethics, Compliance and disclosure interpretation, Confidentiality, Disclosure, Fiduciary duties, General Motors, Inside counsel, Management, Reporting regulation, Risk oversight, SEC, Securities regulation, SOX
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