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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
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Law and Finance of Anti-Takeover Statutes
Over the last 15 years, numerous economics articles, many published in top finance journals, have examined the effect of takeover law on performance, leverage, managerial stock ownership, worker wages, patenting, acquisitions, and other firm actions. These studies have concluded, among other things, that anti-takeover laws are associated with a decline in managerial stock ownership, and […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Antitakeover, Mergers & acquisitions, Poison pills, State antitakeover statutes, Takeover defenses, Takeovers
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Determining the Likely Standard of Review in Delaware M&A Transactions
M&A practitioners are well aware of the several standards of review applied by Delaware courts in evaluating whether directors have complied with their fiduciary duties in the context of M&A transactions. Because the standard applied will often have a significant effect on the outcome of such evaluation, establishing processes to secure a more favorable standard […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Business judgment rule, Delaware law, Fairness review, Fiduciary duties, Mergers & acquisitions
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A Crisis of Banks as Liquidity Providers
In our paper, A Crisis of Banks as Liquidity Providers, forthcoming in the Journal of Finance, we investigate whether the onset of the 2007-09 crisis was, in effect, a crisis of banks as liquidity providers, which may have led to reductions in credit and increased the fragility of the financial system. The starting point of […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis
Tagged Banks, Credit risk, Deposit insurance, Depository banking, Failed banks, Financial crisis, Liquidity
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Delaware Court Preliminarily Enjoins Merger Due to Flawed Sales Process
On November 24, 2014, the Delaware Court of Chancery preliminarily enjoined for thirty days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion Limited, to allow time for C&J’s board of directors to explore alternative transactions. In a bench ruling in the case, City of Miami General Employees’ & Sanitation […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Change in control, Christine Smith, Delaware cases, Fiduciary duties, Jason Halper, Merger litigation, Mergers & acquisitions, Orrick
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International Banking Regulators Reinforce Board Responsibilities for Risk Oversight and Governance Culture
In October 2014, the Basel Committee on Banking Supervision of the Bank for International Settlements issued its consultative Guidelines [on] Corporate governance principles for banks (the “2014 Principles”). The 2014 Principles revise the Committee’s 2010 Principles for enhancing corporate governance (the “2010 Principles”), in which the Committee reflected on the lessons learned by many central […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Bank boards, Banks, Basel Committee, Boards of Directors, Corporate culture, Executive Compensation, Financial institutions, Financial regulation, George Madison, International governance, Risk oversight, Sidley Austin
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2014 Director Compensation Report
Frederic W. Cook & Co. Inc.’s 2014 Director Compensation Report indicates that non-employee director compensation increased modestly since last year, with increases ranging from 4% to 7%. Although no new design trends were observed, the streamlining of director compensation continues through (1) replacing meeting fees with higher cash retainers implying that director attendance is a […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Director compensation, Equity-based compensation
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The Allergan Aftermath
Valeant’s failed acquisition bid for Allergan has underscored longstanding M&A principles—even as the involvement of shareholder activists in the M&A arena has introduced new technologies, opportunities, and challenges. In the aftermath of the Allergan saga, it is clear that Pershing Square was richly rewarded for having crafted a novel bidder-activist collaboration model. The outcome for […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, David Shine, Fried Frank, Gail Weinstein, John Sorkin, Mergers & acquisitions, Pershing Square, Shareholder activism, Shareholder value, Takeover defenses, Takeovers, Target firms
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Three Pathways to Global Standards: Private, Regulator, and Ministry Networks
Scores of governments around the world have chosen to introduce international standards as domestic law, even though they were not legally obliged to do so. The drafters of these standards are not sovereigns or international organizations, but transnational regulatory networks: informal meetings of experts from various countries, some with government affiliations, and others without. Networks […]
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Posted in Academic Research, Accounting & Disclosure, International Corporate Governance & Regulation
Tagged Accounting standards, Governance standards, International governance, Legal systems, Regulators, Social networks
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Misalignment Between Corporate Economic Performance, Shareholder Return And Executive Compensation
Investors, directors and corporate executive management share common interests when it comes to company performance and economic value creation. Yet, whilst this commonality is laudable, a review of performance measurement and long-term incentive plan design for USA public companies identifies that current practice is less than clear in measuring and aligning these interests in a […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Executive Compensation, Executive performance, Incentives, IRRC Institute, Organizational Capital Partners, Performance measures, Shareholder value, Shareholder Value Advisors
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Methods for Multicountry Studies of Corporate Governance
There is a vast and growing literature using multi-country studies to examine the effects of corporate governance on firm value. In our paper, Methods for Multicountry Studies of Corporate Governance: Evidence from the BRIKT Countries, forthcoming in the Journal of Econometrics and recently made publicly available on SSRN, we explore the empirical challenges in multicountry […]
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Posted in Academic Research, Empirical Research, International Corporate Governance & Regulation
Tagged Brazil, Emerging markets, General governance, Governance indices, India, International governance, Korea, Russia, Turkey
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