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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
2015 Review of BSA/AML and Sanctions Developments
This post highlights what we believe to be the most significant developments and trends during 2015 for financial institutions with respect to U.S. Bank Secrecy Act/anti-money-laundering (“BSA/AML”) and U.S. sanctions programs, including sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). In 2015, the overarching trend continued to be […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Bitcoin, BSA/AML, Compliance & ethics, Corporate crime, Cybersecurity, Director liability, DOJ, Financial institutions, Financial regulation, Foreign banks, Misconduct, Risk management, Treasury Department
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Proposed Revisions to 13(d) Beneficial Ownership Reporting Rules
Legislation introduced yesterday [March 17, 2016] in Congress calls for substantial steps to be taken towards increasing transparency and fairness in the public equity markets. If adopted, the Brokaw Act would direct the Securities and Exchange Commission to amend the Section 13(d) reporting rules. The proposed amendments would include shortening the filing window applicable to […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications, Securities Regulation
Tagged Antitakeover, Beneficial owners, Blockholders, Disclosure, Hedge funds, Long-Term value, Mergers & acquisitions, Ownership, Schedule 13D, SEC, SEC rulemaking, Securities regulation, Shareholder activism, Short-termism, Takeover defenses, Transparency
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Omnicare: Liability Standards for Statements of Opinion
On March 4, 2016, in Tongue v. Sanofi, [1] the Second Circuit interpreted and applied for the first time the Supreme Court’s decision in Omnicare Inc. v. Laborers Dist. Council Const. Indus. Pension Fund, [2] which addressed the circumstances under which issuers can be liable for statements of opinion or projections. The Second Circuit acknowledged […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, Fraud-on-the-Market, Information asymmetries, Investor protection, Liability standards, Registration statements, Reliance, Securities Act, Securities litigation, Shareholder suits, U.S. federal courts
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Weekly Roundup: March 11-March 17
Antitrust Enforcement of Small Acquisitions Posted by Nathaniel L. Asker, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, March 11, 2016 Tags: Acquisitions, Antitrust, Disclosure, DOJ, FTC, Hart-Scott-Rodino Act, Mergers & acquisitions, Securities enforcement, Securities Regulation Deposit Calculations on Demand Posted by Dan Ryan, PricewaterhouseCoopers LLP, on Saturday, March 12, 2016 Tags: Banks, Books […]
Click here to read the complete postIndividuals in the Cross Hairs? What This Means for Directors
Following the 2008 financial crisis, government regulators and prosecutors have been under tremendous public pressure to prosecute individuals. Senior government officials have responded by speaking forcefully about their desires to sue or prosecute more individuals. What does the government’s heated rhetoric and renewed focus on individual liability mean for corporate directors? As the chairman of the […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Audit committee, Board leadership, Boards of Directors, Compliance & ethics, Corporate culture, Director liability, Engagement, Liability standards, Management, Misconduct, SEC, Securities enforcement, Securities regulation
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Business Groups in Canada: Their Rise and Fall, and Rise and Fall Again
Outside the United States, seemingly independent listed firms can be controlled as a unit via pyramiding. Chart 1 illustrates: An apex firm, often a family firm, holds enough equity in each subsidiary to control its shareholder meeting, letting public shareholders own the rest (its public float). Because public shareholders rarely vote, the Canada Business Corporations […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged Business groups, Canada, Controlling shareholders, Corporate pyramids, Distressed companies, Diversification, Leverage, Private firms, Rent-seeking, Risk management
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Board Leadership Structure: Impact on CEO Pay
Do more titles equal higher pay? It is well-documented that U.S. CEOs’ compensation, when compared to that of the average worker, has ballooned in recent decades. Past studies of the drivers of CEO pay at public companies have largely focused on firm size, number of employees, revenues, and TSR (total shareholder return) among other factors. A […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Empirical Research, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board composition, Board independence, Board leadership, Boards of Directors, Executive Compensation, Firm performance, Institutional Investors, Management, Outside directors, Shareholder value
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What’s Behind the All-Time High in M&A?
Headlines over the past year have been filled with news of mega-mergers. Big companies across numerous sectors and continents have been joining forces at record rates. Last year’s $5 trillion worth of deals worldwide was more than a one-third increase over 2014 and set a new high. Why the surge in M&A, and what does […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisitions, Arbitrage, China, Cross-border transactions, Emerging markets, International governance, Inversions, Leveraged acquisitions, Merger waves, Mergers & acquisitions, Private equity, Spinoffs, Strategic buyers, Tax avoidance, Taxation
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Succeeding in the New Paradigm for Corporate Governance
Recognizing that the incentive for long-term investment is broken, leading institutional investors are developing a new paradigm for corporate governance that prioritizes sustainable value over short-termism, integrates long-term corporate strategy with substantive corporate governance and requires transparency as to director involvement. We believe that the new paradigm can reduce or even eliminate the outsourcing of […]
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Posted in Boards of Directors, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board communication, Board dynamics, Boards of Directors, Corporate culture, Corporate governance, Engagement, ESG, Executive Compensation, Institutional Investors, Long-Term value, Shareholder activism, Short-termism, Sustainability
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The Money Problem: Rethinking Financial Regulation
In my book, The Money Problem: Rethinking Financial Regulation, recently published by the University of Chicago Press, I offer a novel take on the “shadow banking” problem—arguably the central challenge for modern financial stability policy. I contend that financial instability is, and always has been, largely a problem of monetary system design. Structural monetary reform […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Asset bubbles, Bank debt, Banks, Deposit insurance, Depository banking, Federal Reserve, Financial crisis, Financial regulation, Moral hazard, Risk, Shadow banking, Systemic risk, Too big to fail
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