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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Maintaining High-Quality, Reliable Financial Reporting
It is a pleasure to be here to speak to you about our shared and weighty responsibility to maintain high-quality, reliable financial reporting. This audience—preparers, auditors, audit committee members, and their advisors—is a very important one for the SEC. Investors, issuers, and the markets all depend on the work you do and the judgments you […]
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Accounting, Accounting standards, Audit committee, Boards of Directors, Disclosure, External auditors, FASB, Financial reporting, GAAP, Internal auditors, Investor protection, Oversight, PCAOB, Regulation S-K, SEC, Securities enforcement, Securities regulation, Transparency
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Putting RBC Capital In Context
In a recent decision, the Delaware Supreme Court upheld Chancery Court decisions requiring RBC Capital—a unit of the Royal Bank of Canada—to pay $76 million to Rural/Metro shareholders based on RBC Capital’s advisory work for Rural/Metro in its 2011 sale to Warburg Pincus. RBC Capital sought a buy-side financing role for Warburg Pincus, a private […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Boards of Directors, Corporate Elections & Voting, Court Cases, HLS Research, Mergers & Acquisitions, Private Equity, Securities Regulation
Tagged Boards of Directors, Buyouts, Compliance & ethics, Conflicts of interest, Delaware cases, Delaware law, Director liability, Disclosure, Fiduciary duties, Go-shop, Merger litigation, Mergers & acquisitions, Private equity, Rural/Metro, Securities regulation, Shareholder suits, Shareholder voting
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The Soviet Constitution Problem in Comparative Corporate Law
Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court, the Austin Wakeman Scott Lecturer on Law and a Senior Fellow of the Harvard Law School Program on Corporate Governance, recently issued an essay that is forthcoming in the Southern California Law Review. The essay, titled The Soviet Constitution Problem in Comparative Corporate Law: Testing the […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Corporate Elections & Voting, HLS Research, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Boards of Directors, Corporate governance, EU, Europe, Fiduciary duties, International governance, Legal systems, Mergers & acquisitions, Shareholder power, Shareholder rights, Shareholder value, Shareholder voting, Takeovers
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Insurers: Retirement Plans Look Less Golden
Earlier this year, the Department of Labor (“DOL”) released a proposed regulatory package impacting the way investment advisors and brokers are compensated. [1] Under the proposal, recommendations to an employee retirement benefit plan or an individual retirement account (“IRA”) investor will be considered “fiduciary” investment advice, thus requiring the advice to be in the “best […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Broker-dealers, Compensation guidelines, Compensation regulation, Compliance and disclosure interpretation, Contracts, Fiduciary duties, Financial advisers, Insurance, Insurance regulation, Investment advisers, Retirement plans, Securities regulation
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Scope of Federal Statutory Whistleblower Provisions
The Sarbanes-Oxley Act (SOX) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) contain provisions protecting from retaliation individuals who provide information regarding a violation of U.S. securities laws. Various ambiguities in these statutory provisions have been adjudicated, most recently by the Northern District of California, which grappled with a new issue: whether […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Boards of Directors, Compliance and disclosure interpretation, Director liability, Dodd-Frank Act, FCPA, Liability standards, Misconduct, SEC, SEC enforcement, Securities Act, Securities enforcement, Securities regulation, SOX, U.S. federal courts, Whistleblowers
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The Long-term Effects of Hedge Fund Activism: A Reply to Cremers, Giambona, Sepe, and Wang
This post replies to a study by Cremers, Giambona, Sepe, and Wang (“the CGSW Study”), Hedge Find Activism and Long-Term Firm Value. The CGSW study, which has recently been publicly released on SSRN and simultaneously announced in a Wachtell Lipton memorandum, aims at contesting existing evidence on the long-term effects of hedge fund activism. As […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research, HLS Research
Tagged Bebchuk-Brav-Jiang study, Firm performance, Firm valuation, Hedge funds, Innovation, Long-Term value, Market reaction, Public firms, Shareholder activism, Shareholder value, Short-termism, Stock returns
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Some Thoughts for Boards of Directors in 2016
Over the last two decades, the corporate governance landscape has become increasingly dominated by the view that maximizing the power and influence of shareholders will lead to stronger and better-governed companies. The widespread dismantling of staggered boards and change-of-control defenses, the promulgation of say-on-pay and other governance mandates, and the proliferation of best practices are […]
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Posted in Accounting & Disclosure, Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board communication, Board independence, Boards of Directors, Director qualifications, Engagement, Executive Compensation, Hedge funds, Institutional Investors, Long-Term value, Management, Shareholder activism, Shareholder value, Shareholder voting, Short-termism, Transparency
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Individual Indemnity Protections After the “Yates Memo”
On November 16, 2015, Deputy Attorney General Sally Quillian Yates gave a speech regarding the implementation of the Department of Justice’s recent policy initiatives to facilitate the prosecution of individuals in corporate cases outlined in the “Yates Memo,” issued on September 9, 2015. These policy initiatives have now been incorporated in the U.S. Attorneys’ Manual. […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accountability, Antitrust, Charter & bylaws, Compliance & ethics, Corporate liability, D&O insurance, Delaware law, DOJ, Indemnification, Liability standards, Misconduct, Securities enforcement
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Comment Letter of 18 Law Professors on the Trust Indenture Act
We are legal scholars of corporate finance. We write because we are concerned by a proposed omnibus appropriations rider that would amend the Trust Indenture Act of 1939 without any legislative hearings or opportunity for public comment on the proposed amendment. As you may know, the Trust Indenture Act is one of the pillars of American securities regulation. Congress […]
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