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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
Three Practical Steps to Oversee Enterprise Risk Management
Oversight of enterprise risk management, or ERM, continues to challenge boards and occupy a prominent place on the governance agenda. Effective ERM seeks to balance risk and opportunity while enhancing value-creation opportunities. Proxy advisors may recommend “against” or “withhold” votes against directors of companies that experience a material failure of risk oversight. A leading ERM […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Audit committee, Boards of Directors, Risk committee, Risk management, Risk oversight
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Intermediation in Private Equity: The Role of Placement Agents
In light of recent “pay to play” scandals, placement agents have been portrayed in a negative light, using inappropriate influence to gain business from pension funds and other institutional investors. In our paper Intermediation in Private Equity: The Role of Placement Agents, which was recently made publicly available on SSRN, we examine the determinants of […]
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Posted in Academic Research, Empirical Research, Institutional Investors, Private Equity
Tagged Institutional Investors, Intermediaries, Pay to play, Pension funds, Private equity, Private funds, Private placements
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Resolution Preparedness: Do You Know Where Your QFCs Are?
In January, the US Secretary of Treasury issued a notice of proposed rulemaking (“NPR”) that would establish new recordkeeping requirements for Qualified Financial Contracts (“QFCs”). [1] US systemically important financial institutions (“SIFIs”) and certain of their affiliates [2] will be required under the NPR to maintain specific information electronically on end-of-day QFC positions, and to […]
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Posted in Accounting & Disclosure, Bankruptcy & Financial Distress, Financial Regulation, Practitioner Publications
Tagged Books and records, Commodities, Debt contracts, Disclosure, Dodd-Frank Act, FDIC, Financial reporting, Recovery & resolution plans, Reporting regulation, SIFIs, Swaps, Treasury Department
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Further Recognition of the Adverse Effects of Activist Hedge Funds
Despite the continued support of attacks by activist hedge funds by the Chair of the SEC, and many “Chicago school” academics who continue to rely on discredited statistics, there is growing recognition by institutional investors and prominent “new school” economists of the threat to corporations and their shareholders and to the economy of these attacks […]
Click here to read the complete postShareholder Activism: an Engagement Opportunity
The recent surge in shareholder activism [1] continues to keep boards on alert heading into the 2015 proxy season. Some companies are taking proactive measures to prepare for potential activist investor campaigns, including engaging long-term institutional investors. Based on what we’re hearing from long-term institutional investors, these efforts are worthwhile in that they foster constructive […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, Institutional Investors, Proxy season, Shareholder activism, Shareholder communications, Shareholder value
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Volcker Underwriting: It’s Simple … No Need to Overanalyze
As banks face the July 21, 2015 deadline for proving their trading desk exemptions from the Volcker Rule, they have been focused on estimating the reasonably expected near term demand of customers (“RENTD”) under the market making exemption. [1] However, trading desks intending to take the underwriting exemption (“underwriting desks”) must also estimate RENTD, which […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Financial institutions, Financial regulation, Position limits, Proprietary trading, Underwriting, Volcker Rule
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2015 Proxy Season Insights: Board Composition
Heading into the 2015 proxy season, board composition and renewal are once again in the spotlight for a number of reasons. Investors increasingly seek confirmation that boards have the skill sets and expertise needed to provide strategic counsel and oversee key risks facing the company, including environmental and social risks. The continued lack of turnover […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Board composition, Board evaluation, Board turnover, Boards of Directors, Director qualifications, Institutional Investors, Surveys
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Deterring Frivolous Stockholder Suits Without Closing Doors to Legitimate Claims
The Delaware Supreme Court’s May 8, 2014 Opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (“ATP”) marked a sudden and potentially transformative moment in the relationship among corporate boards, their stockholders, and the Delaware legal system. The article, Deterring Frivolous Stockholder Suits Without Closing Doors to Legitimate Claims, asserts that the “nuclear option” of […]
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Posted in Academic Research, Boards of Directors, Court Cases
Tagged Attorneys' fees, Boards of Directors, Charter & bylaws, Delaware articles, Delaware cases, Delaware law, DGCL, Shareholder rights, Shareholder suits
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