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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
- 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
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Endogenous Legal Traditions and Economic Outcomes
The “legal origins” theory claims that the two main legal traditions or origins, civil law and common law, crucially shape lawmaking and dispute adjudication and have not been reformed after the initial exogenous transplantation by Europeans. [1] Therefore, they affect economic outcomes to date. In particular, countries that received common law enjoy today “(a) improved financial development […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Financial Regulation, International Corporate Governance & Regulation
Tagged Diversity, Efficiency, Financial regulation, Globalization, International governance, Labor markets, Legal systems, Market efficiency, Social policies, Stakeholders
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Weekly Roundup: April 15–April 21, 2016
Supercharged IPOs: Rent Extraction or Signal of Future Firm Performance? Posted by Sonja Olhoft Rego, Indiana University, on Friday, April 15, 2016 Tags: Disclosure, Firm performance, Forecasting, Incentives, Information asymmetries, Inside information, Investor protection, IPOs, Offer pricing, Public firms, Signaling, Stock mispricing, Taxation, Underpricing U.S. Executive Compensation: 2015 Recap, Developments & Trends Posted by Avrohom […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Department of Labor’s Final Rule on “Fiduciary” Definition
On April 6, 2016, the U.S. Department of Labor (the “DOL”) issued final regulations expanding the definition of a “fiduciary” with respect to pension and retirement plans, IRAs and other accounts under ERISA and the Internal Revenue Code. The regulatory package (collectively, the “Final Rule”) follows nearly one year after the DOL’s proposed regulation (the […]
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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Conflicts of interest, Contracts, Disclosure, DOL, ERISA, Fiduciary duties, Financial regulation, Information asymmetries, Internal Revenue Code, Investment advisers, Investor protection, Pension funds, Retirement plans
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Market Abuse in Europe: Market Sounding and “The Matrix”
The European Market Abuse Regulation (No. 596/2014), which rewrites many rules governing insider trading and market manipulation, will come into full force in June 2016 in the Member States of the Union. With respect to insider trading, the underlying approach remains based on the equal access to information theory and the idea that—absent specific exemptions—everyone […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Securities Regulation
Tagged Compliance and disclosure interpretation, Disclosure, EU, Europe, European Court of Justice, Information asymmetries, Information environment, Inside information, Insider trading, International governance, Liability standards, Securities regulation
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U.S. Taxation of Related Party Debt: New Proposed Regulations
[On April 4, 2016], the U.S. Treasury Department issued a notice of proposed rulemaking that could significantly affect the debt capitalization of U.S. subsidiary groups owned by foreign corporations (and of foreign subsidiaries owned by U.S. corporations). The proposed regulations would, among other things, effectively turn debt issued by a U.S. subsidiary group and held by […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Cross-border transactions, Debt, Foreign firms, Interest, International governance, Inversions, IRS, Mergers & acquisitions, Recapitalization, Subsidiaries, Tax avoidance, Taxation, Treasury Department
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SEC Guidance on Proxy Proposal C&DI
With the 2016 proxy season rapidly approaching, on March 22, 2016, the Securities and Exchange Commission staff in the Division of Corporation Finance released a Compliance and Disclosure Interpretation (C&DI) [1] addressing the degree of specificity with which a shareholder or management proposal must be described on a company’s proxy card. Rule 14(a)-4(a)(3) of the […]
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Posted in Accounting & Disclosure, Corporate Elections & Voting, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Charter & bylaws, Compliance and disclosure interpretation, Proxy disclosure, Proxy season, Proxy voting, Rule 14a-4, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Changes to CalPERS Global Governance Principles
Over the past few years there has been a significant amount of attention to the issue of director tenure, particularly focused on the intersection between tenure and entrenchment and its impact on board diversity. On the one hand, certain stakeholders advocate for experience and continuity of culture and on the other, there is the fear […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board composition, Board dynamics, Board independence, Board turnover, Boards of Directors, CalPERS, Director qualifications, Disclosure, Diversity, Entrenchment, Institutional Investors, Pension funds, Regulation S-K, Shareholder voting, Succession
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