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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
Are Securities Lawyers Stuck in a Time Warp?
“[T]he fact that a federal statute has been violated and some person harmed does not automatically give rise to a private cause of action in favor of that person.” —Touche Ross & Co. v. Redington, 442 U.S. 560, 568, 99 S.Ct. 2479, 61 L.Ed.2d 82 (1979). In June 2008, I posted a short piece on […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Derivative actions, Merger litigation, Mergers & acquisitions, Securities litigation, Shareholder suits
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ISS and Glass Lewis Voting Guidelines for 2015 Proxy Season
ISS and Glass Lewis, two influential proxy advisory firms, have both released updates to their policies that govern recommendations for how shareholders should cast their votes on significant ballot items for the 2015 proxy season, including governance, compensation and environmental and social matters. ISS policy updates are effective for annual meetings after February 1, 2015. […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged Glass Lewis, ISS, Proxy advisors, Proxy season, Proxy voting, Shareholder voting
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Corporate Investment and Stock Market Listing: A Puzzle?
Economists have long worried that a stock market listing can induce short-termist pressures that distort the investment decisions of public firms. Back in 1985 Narayanan wrote in the Journal of Finance that “American managers tend to make decisions that yield short-term gains at the expense of the long-term interests of the shareholders.” More recently, a […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Agency costs, IPOs, Management, Private firms, Public firms, Short-termism, Stock performance
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Justice Department Fines Unsuccessful Merger Parties for “Gun Jumping”
On November 7, 2014, the Antitrust Division of the U.S. Department of Justice brought a lawsuit against Flakeboard America Limited, its foreign parents, and SierraPine, charging that Flakeboard exercised operational control over SierraPine prior to expiration of the statutory pre-merger waiting period, prematurely assuming beneficial ownership of the target assets in violation of the Hart-Scott-Rodino […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Antitrust, DOJ, Hart-Scott-Rodino Act, Mergers & acquisitions
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Weather-Induced Mood, Institutional Investors, and Stock Returns
Studies showing that weather patterns in major financial centers influence stock index returns provide suggestive evidence that investor mood influences asset prices (Saunders, 1993; Hirshleifer and Shumway, 2003). Individuals may misattribute mood induced by weather as information when making assessments about objects that should be otherwise unrelated (Schwarz and Clore, 1983), leading to mood-congruent judgments. For […]
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Posted in Academic Research, Institutional Investors
Tagged Institutional Investors, Market reaction, Stock mispricing, Stock returns
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Bank Capital Plans and Stress Tests
On October 16, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its summary instructions and guidance [1] (the “CCAR 2015 Instructions”) for its supervisory Comprehensive Capital Analysis and Review program for 2015 (“CCAR 2015”) applicable to bank holding companies with $50 billion or more of total consolidated assets (“Covered BHCs”). […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Capital requirements, Federal Reserve, Financial institutions, Financial regulation, Stress tests
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Shirking CEOs
Anytime you hire someone there is always a risk that they will not complete their task with the level of diligence that you had anticipated. Unless you monitor the hired party at all times, which can be extremely inefficient, they always have the temptation to “shirk” their responsibilities and avoid the hard work required to […]
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Posted in Academic Research
Tagged Behavioral finance, Firm performance, Incentives, Management, Shareholder value
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The Short-Termism Debate at the Federalist Society Convention
Last week, The Federalist Society’s 2014 National Lawyers Convention featured a session dedicated to the short-termism debate and the evidence put forward by Professors Lucian Bebchuk, Alon Brav, and Wei Jiang in their study, The Long-Term Effects of Hedge Fund Activism. The session began with a presentation by Professor Bebchuk that outlined the key findings […]
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Posted in Program News & Events, Speeches & Testimony
Tagged Bebchuk-Brav-Jiang study, Hedge funds, Jonathan Macey, Long-Term value, Shareholder activism, Short-termism
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Pontiac General Employees Retirement System v. Healthways, Inc.
In a bench ruling [1] issued on October 14, 2014, the Delaware Court of Chancery (VC Laster) declined to dismiss fiduciary duty claims against the directors of Healthways, Inc. (“Healthways”) and an aiding and abetting claim against SunTrust Bank (“SunTrust”), the lender administrative agent, for entering into a credit facility of Healthways that has a […]
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Posted in Boards of Directors, Court Cases, Practitioner Publications
Tagged Boards of Directors, Change in control, Continuing director, Delaware cases, Delaware law, Entrenchment, Fiduciary duties, Proxy fights
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A Closer Look at US Credit Risk Retention Rules
In a flurry of regulatory actions on October 21 and 22, 2014, the Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency, the Federal Reserve Board, the Securities and Exchange Commission, the Federal Housing Finance Agency (the “FHFA”), and the Department of Housing and Urban Development (collectively, the “Joint Regulators”) […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Asset-backed securities, CLOs, Credit risk, FDIC, Federal Reserve, Financial regulation, Mortgage lending, OCC, SEC, Securities regulation, Securitization, Skin in the game
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