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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
Brain Drain or Brain Gain? Evidence from Corporate Boards
Development economists have long warned about the costs for developing countries of the emigration of the best and brightest that decamp to universities and businesses in the developed world (Bhagwati, 1976). While this brain drain has attracted a considerable amount of economic research, more recently, arguments have been raised that the emigration of the brightest […]
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Posted in Academic Research, Boards of Directors, Empirical Research, International Corporate Governance & Regulation
Tagged Boards of Directors, China, Emerging markets, Firm performance, Firm valuation, International governance, Social capital
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“Dead Hand Proxy Puts”—What You Need to Know
There has been much recent concern and confusion over the inclusion of “dead hand proxy puts” (and even proxy puts without a “dead hand” feature) in debt agreements. Dead hand proxy puts (sometimes called “poison puts” or “board change of control provisions”) provide a type of change of control protection that banks, as well as […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Banks, Boards of Directors, Change in control, Debt contracts, Delaware cases, Delaware law, Merger litigation, Mergers & acquisitions, Proxy contests
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CFO Narcissism and Financial Reporting Quality
In Kurt Eichenwald’s Conspiracy of Fools, the author details the collapse of the Enron empire and places the majority of the blame on their CFO, Andrew Fastow. Fastow is credited with being responsible for engineering the special purpose entities, which hid the majority of Enron’s debt from their balance sheets. The excess leverage created risks […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Accounting, Behavioral finance, CFOs, Financial reporting, Management, Managerial style
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Fed Proposes Amended Bank Liquidity Rules
On Thursday, May 21, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued a notice of proposed rulemaking (the “Proposal”) that would amend the final rule implementing a liquidity coverage ratio (“LCR”) requirement (the “Final LCR Rule”), [1] jointly adopted last September by the Federal Reserve, the Office of the Comptroller […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Bonds, FDIC, Federal Reserve, Financial regulation, Liquidity, Municipal securities, OCC
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Foreign Institutional Ownership and the Global Convergence of Financial Reporting
In our recent paper, Foreign Institutional Ownership and the Global Convergence of Financial Reporting Practices, forthcoming in the Journal of Accounting Research, we examine the role of foreign institutional investors in the global convergence of financial reporting practices. Regulators frequently espouse comparability as a desirable characteristic of financial reporting to facilitate investment decision-making and allocation of capital. Over the past 15 years, significant regulatory effort has […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Institutional Investors, International Corporate Governance & Regulation
Tagged Accounting, Accounting standards, Audits, External auditors, Financial reporting, Foreign firms, Institutional Investors, International governance
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The SEC’s Current Views on Private Equity
As a follow-up to last year’s “Spreading Sunshine in Private Equity” speech, in which then-OCIE Director Andrew Bowden stated that the SEC had found that more than half of the funds examined by OCIE had allocated expenses and collected fees inappropriately and identified “lack of transparency” as a pervasive issue in the private equity industry, […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Private equity, Private funds, SEC, SEC enforcement, Securities enforcement, Securities regulation, Transparency
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Harmony or Dissonance? The Good Governance Ideas of Academics and Worldly Players
There are numerous players who have ideas about what are good or best corporate governance practices, but different players have different themes. My article, Harmony or Dissonance? The Good Governance Ideas of Academics and Worldly Players, originally delivered as a special lecture and recently published in The Business Lawyer, asks questions concerning ideas about what […]
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Posted in Academic Research, HLS Research, Institutional Investors
Tagged Corporate governance, Institutional Investors, Proxy advisors
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SEC Proposes Amendments to Form ADV & Investment Advisers Act
On May 20, 2015, the Securities and Exchange Commission (the “SEC”) published for comment proposed amendments to Form ADV and certain rules promulgated under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). [1] The proposed amendments to Form ADV relate to Part 1A, which, although available on the SEC’s website, is not […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Regulation
Tagged Books and records, Disclosure, Form ADV, Investment advisers, Investment Advisers Act, SEC, SEC rulemaking, Securities regulation
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What You Need to Know on Form BE-10
U.S. companies with “foreign affiliates” during their 2014 fiscal year will need to participate in a “benchmark survey” conducted every five years by the Bureau of Economic Analysis (“BEA”) of the U.S. Department of Commerce. The survey is conducted through a series of forms known as the BE-10. Filings are due by May 29 or […]
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Posted in Accounting & Disclosure, International Corporate Governance & Regulation, Practitioner Publications
Tagged Cross-border transactions, Disclosure, International governance, Surveys
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