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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 Gramm-Leach-Bliley Act Amendment and Privacy Disclosure
On December 4, 2015, President Obama signed into law the nearly 500-page Fixing America’s Surface Transportation Act, which included an amendment of the consumer privacy provisions within the Gramm-Leach-Bliley Act (the “Amendment”). The Amendment, which went into effect immediately, significantly reduces the need for financial institutions to provide an annual privacy disclosure to consumers that […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Broker-dealers, CFPB, Compliance and disclosure interpretation, Consumer protection, Disclosure, FAST Act, Financial institutions, Financial regulation, Privacy, Private funds, Regulation S-P, SEC
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SEC Enforcement Actions Against Broker-Dealers
In its 2015 Financial Report, the SEC repeated its view that one of the two principal purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934 is to ensure that “people who sell and trade securities—brokers, dealers and exchanges—must treat investors fairly and honestly, putting investors’ interests first.” Broker-dealers have been […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Algorithmic trading, Alternative entities, Anti-corruption, Bonds, Broker-dealers, Compliance & ethics, Conflicts of interest, Cybersecurity, Dark pools, FCPA, High-frequency trading, Insider trading, Investor protection, Misconduct, Municipal securities, Risk disclosure, SEC, SEC enforcement, Securities enforcement, Securities fraud, Securities regulation, Short sales, Underwriting
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Looking Back at the SEC’s Transformation
I started my tenure as an SEC Commissioner in the late summer of 2008, only a few weeks before the collapse of Lehman Brothers and the financial turmoil that followed, and only a few months before one of the largest financial frauds in U.S. history—the Bernard Madoff Ponzi scheme—was exposed. Beyond their obviously substantial impact […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accountability, Capital structure, Compliance and disclosure interpretation, Dodd-Frank Act, Investor protection, JOBS Act, SEC, SEC enforcement, SEC rulemaking, Securities enforcement, Securities regulation, Transparency
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Equity Market Misvaluation, Financing, and Investment
Stock market volatility often dwarfs the volatility of real activity. Even in the 2008-2009 financial crisis, the sharp cutback in production and employment by many firms was tiny relative to the far steeper drops seen in most of their stock prices. The existence of such wide fluctuations in equity values relative to real activity raises […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Financial Crisis
Tagged Behavioral finance, Blockholders, Equity capital, Financial crisis, Financing conditions, Firm valuation, Long-Term value, Market timing, Repurchases, Shareholder value, Small firms, Stock mispricing
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Delaware Supreme Court on Potential Financial Advisor Liability
In November 30, 2015, the Delaware Supreme Court issued a 107-page opinion affirming the Court of Chancery’s post-trial decisions in In re Rural/Metro Corp. Stockholders Litigation (previously discussed on the Forum here). In the lower court, Vice Chancellor Laster found a seller’s financial advisor (the “Financial Advisor”) liable in the amount of $76 million for […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisition agreements, Bidders, Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Director liability, Duty of care, Fair values, Fairness review, Fiduciary duties, Financial advisers, In re Revlon, Liability standards, Merger litigation, Mergers & acquisitions, Securities enforcement
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Compensating Financial Experts
Compensation in the financial sector has been a controversial topic in recent years and has drawn the attention of both the press and financial regulators. Concerns about excess compensation in bailed out financial institutions even led to the appointment of a “Pay Czar” to monitor the compensation of executives and highly paid employees. Since compensation […]
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Posted in Academic Research, Banking & Financial Institutions, Executive Compensation
Tagged Banks, Capital formation, Compensation ratios, Executive Compensation, Financial advisers, Financial institutions, Investment banking, Labor markets, Market efficiency, OTC derivatives, Rent-seeking
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Hindering the SEC From Shining a Light on Political Spending
In a New York Times DealBook column published today, Hindering the S.E.C. From Shining a Light on Political Spending, we discuss the addition to the omnibus budget agreement of a rider to prevent the SEC from issuing next year a rule that would require public companies to disclose their political spending. This unusual Congressional intervention in S.E.C. […]
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Posted in Academic Research, Accounting & Disclosure, HLS Research, Legislative & Regulatory Developments, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, SEC rulemaking, Securities regulation, Shining Light on Corporate Political Spending
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Top Board Priorities for 2016
Organizations are faced with many critical challenges—including rapidly changing technology, environmental risks, regulatory and legal requirements, major shifts in markets, ethical breaches, and big data and cybersecurity issues—that threaten their long-term success and sustainability. Directors have a unique opportunity to step forward and proactively oversee the development and implementation of effective, long-term strategies responsive to these […]
Click here to read the complete postDividends as Reference Points
In our paper, Dividends as Reference Points: A Behavioral Signaling Model, which is forthcoming in the Review of Financial Studies, we use loss aversion, a feature of the prospect theory value function of Kahneman and Tversky (1979), to motivate a behavioral signaling model. A loss-averse value function has a kink at the reference point whereby […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Behavioral finance, Dividends, Firm performance, Incentives, Management, Market efficiency, Repurchases, Shareholder value, Signaling, Stock returns
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