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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
Statement from Chair White on Regulation S-K Concept Release
Today [April 13, 2016], the Commission will consider two separate recommendations from the staff. First, we will consider and vote on a recommendation from the Division of Corporation Finance to issue, as another important step in its disclosure effectiveness review, a concept release on modernizing certain business and financial disclosures required by Regulation S-K. Second, […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Disclosure, Dodd-Frank Act, Filings, Financial regulation, Financial reporting, Information asymmetries, Investor protection, JOBS Act, Materiality, Regulation S-K, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities, Transparency
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Statement from Commissioner Stein on
Regulation S-K
Justice Brandeis once wrote, “[s]unlight is said to be the best of disinfectants; electric light the most efficient policeman.” But he warned, “[t]o be effective, knowledge of the facts must be actually brought home to the investors…” [1] Today [April 13, 2016], the Commission considers issuing a Concept Release on how to improve our disclosure […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Disclosure, ESG, Financial regulation, Financial reporting, Information asymmetries, Information environment, Investor protection, Regulation S-K, SEC, SEC rulemaking, Securities regulation, Sustainability, Transparency
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Regulation S-K
Regulation S-K
Statement from Commissioner Piwowar on Regulation S-K
Thank you, Chair White. I also wish to express my appreciation to the Division of Corporation Finance, the Division of Economic and Risk Analysis, the Office of the General Counsel, and the many others at the Commission for their efforts in helping to bring this concept release to fruition. Our action today [April 13, 2016] […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Disclosure, Dodd-Frank Act, FAST Act, Financial regulation, Information asymmetries, Information environment, Investor protection, JOBS Act, Materiality, Regulation S-K, SEC, SEC rulemaking
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In re Ebix: Corporate Defenses and Activist Engagement
The surge in shareholder activist campaigns directed at corporate America in recent years makes clear that few public companies are immune from shareholder activism. However, companies are not powerless in preparing for potential activist campaigns. Strengthening structural defenses in corporate bylaws before an activist appears is the best way to prepare for activism while minimizing […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Charter & bylaws, Delaware cases, Delaware law, Hostile takeover, Merger litigation, Mergers & acquisitions, Shareholder activism, Shareholder rights, Takeover defenses, Takeovers, Unocal standard
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Inefficiencies and Externalities from Opportunistic Acquirers
The main goal of our paper, Inefficiencies and Externalities from Opportunistic Acquirers, which was recently made publicly available on SSRN, is to quantify a potential inefficiency in the mergers and acquisitions (M&A) market. If a firm believes its shares are overvalued, then it has an incentive to acquire other companies and pay using its overvalued […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Acquisitions, Bidders, Firm valuation, Information asymmetries, Inside information, Market efficiency, Mergers & acquisitions, Stock mispricing, Tender offer
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The Role of the Federal Reserve: Lessons from Financial Crises
It is a great pleasure to have the opportunity to speak here today [March 31, 2016] as part of the Virginia Association of Economists annual meeting at Virginia Military Institute and Washington and Lee University. This is an appropriate setting for the topic I will be addressing—the role of the Federal Reserve as the central […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Speeches & Testimony
Tagged Accountability, Banks, Central banking, Dodd-Frank Act, Federal Reserve, Financial crisis, Financial institutions, Financial policies, Financial regulation, FSOC, SIFIs, Stress tests, Too big to fail, Transparency
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SEC Interpretation Proposal: Descriptions on Proxy Cards
On March 22, 2016, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) issued a Compliance and Disclosure Interpretation (“C&DI”) regarding the form of proxy requirements outlined in Rule 14a-4 under the Securities Exchange Act of 1934, as amended. [1] In particular, the C&DI relates to the requirement in Rule 14a-4(a)(3) that […]
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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, Exchange Act, Proxy disclosure, Proxy materials, Proxy voting, Rule 14a-4, SEC, SEC rulemaking, Securities regulation, Shareholder proposals, Shareholder voting
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Say On Pay: Do Shareholders Care?
In our paper, Say on Pay: Do Shareholders Care?, which was recently made publicly available on SSRN, we examine the impact of enhanced executive remuneration disclosure rules on the voting pattern of shareholders under UK regulations. The key findings are that shareholders guide their vote by top line salary only, and appear to disregard the […]
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Posted in Academic Research, Accounting & Disclosure, Corporate Elections & Voting, Empirical Research, Executive Compensation, International Corporate Governance & Regulation
Tagged Agency costs, Compensation disclosure, Disclosure, Executive Compensation, Information environment, International governance, Management, Market efficiency, Pay for performance, Say on pay, Securities regulation, Shareholder voting, UK
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Proxy Advisors’ Impact on Executive Pay Decisions by Directors
Proxy advisors have been giving advice to their shareholder clients for many years. This includes advice regarding, among other things, proposals put before annual shareholders’ meetings by management and by shareholders themselves. Beginning with the 2011 proxy season (as a result of the Dodd-Frank legislation in 2010) proxy advisors added say-on-pay votes to their portfolio […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Compensation committees, Compensation disclosure, Executive Compensation, Glass Lewis, Institutional Investors, ISS, Management, Proxy advisors, Proxy voting, Say on pay, Securities regulation, Shareholder voting, Warren Buffet
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