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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
New FINRA Equity and Debt Research Rules
The Financial Industry Regulatory Authority (“FINRA”) has adopted amendments to its equity research rules and an entirely new debt research rule. Member firms should review and revise their policies, procedures and processes to reflect the new rules, and analyze what organizational structure and business process changes will be necessary. The main differences between FINRA’s Current […]
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Posted in Accounting & Disclosure, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Analysts, Debt, Disclosure, Financial regulation, FINRA, FINRA Rule 2242, Information environment, Investment banking, NASD, NYSE Rule 472, Private firms, SEC, SEC rulemaking, Securities regulation
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Delaware Court Imposes Damages for Breach of Fiduciary Duties
In In re Dole Food Co. Inc. Stockholder Litigation, in connection with a take-private transaction with the controlling stockholder, the Delaware Court of Chancery held in a post-trial opinion that the President of the company and its controlling stockholder undermined the sales process by depriving the special committee of the ability to negotiate on a […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Delaware cases, Delaware law, Duty of good faith, Fiduciary duties, Going private, Information asymmetries, Merger litigation, Mergers & acquisitions, Minority shareholders, Misconduct, Shareholder suits, Special committees, Stock mispricing
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Corporate Governance Preferences of Institutional Investors
We currently have little direct knowledge regarding how institutional investors engage with portfolio companies. The reason is that many interactions occur behind the scenes. That is, unless institutional investors publicly express their approval or disapproval of a firm’s activities or management, little is known about their preferences and private engagements with portfolio firms. In our […]
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Posted in Academic Research, Boards of Directors, Comparative Corporate Governance & Regulation, Institutional Investors
Tagged Boards of Directors, Engagement, Firm performance, Institutional Investors, Institutional voting, Investor horizons, Proxy advisors, Shareholder activism, Shareholder communications, Shareholder power, Surveys
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D.C. Circuit Rules Against Conflict Minerals Disclosure Requirement
On August 18, 2015, a divided three-judge panel of the U.S. Court of Appeals for the D.C. Circuit confirmed its earlier ruling striking down part of the Securities and Exchange Commission’s (“SEC”) Conflict Minerals Rule (the “Rule”) as unconstitutional. Nat’l Ass’n. of Mfrs. v. SEC, No. 13-5252 (D.C. Cir. Aug. 18, 2015). The court again […]
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Posted in Accounting & Disclosure, Corporate Social Responsibility, Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Compliance & ethics, Corporate Social Responsibility, Disclosure, Dodd-Frank Act, Reporting regulation, SEC, SEC enforcement, Securities litigation, Securities regulation, U.S. federal courts, Voluntary Disclosure
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Corporate Use of Social Media
Social media has transformed communications in many sectors of the U.S. economy. It is now used for disaster preparation and emergency response, security at major events, and public agencies are researching new uses in geolocation, law enforcement, court decisions, and military intelligence. Internationally, social media is credited for organizing political protests across the Middle East […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Capital markets, Disclosure, Earnings announcements, Earnings disclosure, Engagement, Firm performance, Information asymmetries, Information environment, Market reaction, Public perception, Shareholder communications, Social capital, Social networks
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Hillary Clinton Announces Support for SEC Rulemaking on Corporate Political Spending
We are pleased that Presidential candidate Hillary Clinton just announced her support for SEC rulemaking that would require public companies to disclose their political spending to their shareholders. In July 2011, we co-chaired a committee on the disclosure of corporate political spending and served as the principal draftsmen of the rulemaking petition that the committee submitted. The […]
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Posted in 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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Price Impact in Securities Class Actions Post-Halliburton II
On July 25, 2015, the United States District Court for the Northern District of Texas issued the much-anticipated ruling on class certification in Erica P. John Fund, Inc. v. Halliburton Co. The economic analysis of price impact was front and center in the Court’s ruling. This ruling follows the Supreme Court’s decision on price impact that […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Disclosure, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Information asymmetries, Market efficiency, Securities fraud, Stock mispricing, U.S. federal courts
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Role of the Board in M&A
What is the current trend in M&A? Right now, M&A deal value is at its highest since the global financial crisis began, according to Dealogic. In the first half of 2015, deal value rose to $2.28 trillion—approaching the record-setting first half of 2007, when $2.59 trillion changed hands just before the onset of the financial […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Board neutrality, Boards of Directors, Fiduciary duties, Management, Merger litigation, Mergers & acquisitions, Oversight
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England and Germany Limit Bank Resolution Obligations
In two recent decisions, European national courts have taken a narrow view of their obligations under the Bank Recovery and Resolution Directive (BRRD)—the new European framework for dealing with distressed banks. The message from both the English and the German courts was that resolution authorities must adhere strictly to the terms of the BRRD; otherwise, […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Court Cases, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Bank debt, Banks, Debtor-creditor law, England, EU, Failed banks, Financial institutions, Financial regulation, Germany, Goldman Sachs, International governance, Jurisdiction, Liability standards, Recovery & resolution plans, Resolution authority, Toxic assets, UK
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