-
Supported By:
Subscribe or Follow
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
The Duty to Maximize Value of an Insolvent Enterprise
In Quadrant Structured Products Company, Ltd. v. Vertin (October 1, 2014), Vice Chancellor Laster clarified the Delaware Chancery Court’s approach to breach of fiduciary duty derivative actions brought by creditors against the directors of an insolvent corporation. Importantly, the Vice Chancellor applied business judgment rule deference to the non-independent directors’ decision to try to increase […]
Click here to read the complete post
Posted in Bankruptcy & Financial Distress, Boards of Directors, Court Cases, Practitioner Publications
Tagged Bankruptcy, Boards of Directors, Business judgment rule, Debt securities, Debtor-creditor law, Delaware cases, Delaware law, Derivative suits, Fairness review, Fiduciary duties
Comments Off on The Duty to Maximize Value of an Insolvent Enterprise
Illinois Court Approves Single-Bidder Sale Strategy
The Circuit Court of Cook County, Illinois yesterday [October 2, 2014] confirmed that a Delaware board may employ a single-bidder process in a cash sale governed by the Revlon standard. Keating v. Motorola Mobility Holdings, Inc., No. 11-CH-28854 (Ill. Cir. Ct. Ch. Div. Oct. 2, 2014). The case arose from the 2011 transaction in which […]
Click here to read the complete post
Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, Boards of Directors, Business judgment rule, Delaware law, Fiduciary duties, In re Revlon, Merger litigation, Mergers & acquisitions, Motorola
Comments Off on Illinois Court Approves Single-Bidder Sale Strategy
Governance, Risk Management, and Risk-Taking in Banks
One might be tempted to conclude that good risk management in banks reduces the exposure to danger. However, such a view of risk management ignores that banks cannot succeed without taking risks that are ex ante profitable. Consequently, taking actions that reduce risk can be costly for shareholders when lower risk means avoiding valuable investments […]
Click here to read the complete post
Posted in Academic Research, Banking & Financial Institutions
Tagged Banks, Corporate culture, Risk management, Risk-taking
Comments Off on Governance, Risk Management, and Risk-Taking in Banks
Public Pressure and Corporate Tax Behavior
In our paper, Public Pressure and Corporate Tax Behavior, which was recently made publicly available on SSRN, we examine whether public scrutiny related to firms’ tax avoidance activities has a significant effect on their tax avoidance behavior. In contrast to U.S. regulations that only require disclosure of significant subsidiaries, the U.K.’s Companies Act of 2006 […]
Click here to read the complete post
Posted in Academic Research, Accounting & Disclosure, Empirical Research, International Corporate Governance & Regulation
Tagged Compliance & ethics, Disclosure, International governance, Public perception, Reputation, Tax avoidance, Taxation, UK
Comments Off on Public Pressure and Corporate Tax Behavior
The Recent Evolution of Shareholder Activism
Proxy Voting Analytics (2010-2014), a report recently released by The Conference Board in collaboration with FactSet, reviews the last five years of shareholder activism and proxy voting at Russell 3000 and S&P 500 companies. Data analyzed in the report includes:
Click here to read the complete post
Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Engagement, Executive Compensation, Golden parachutes, Institutional Investors, Political spending, Proxy access, Proxy fights, Proxy voting, Shareholder activism, Shareholder proposals
Comments Off on The Recent Evolution of Shareholder Activism
Financial Market Infrastructures
In the paper Financial Market Infrastructures, recently made publicly available on SSRN and forthcoming as a chapter of The Oxford Handbook on Financial Regulation, edited by Eilís Ferran, Niamh Moloney, and Jennifer Payne (Oxford University Press), we study the impact of the post-crisis reforms on financial market infrastructures in the securities and derivatives markets. The […]
Click here to read the complete post
Posted in Academic Research, Derivatives, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation
Tagged Clearing houses, Derivatives, EU, Financial crisis, Financial reform, Financial regulation, FSB, International governance, OTC derivatives, Systemic risk
Comments Off on Financial Market Infrastructures
US Basel III Supplementary Leverage Ratio
The U.S. banking agencies have finalized revisions to the denominator of the supplementary leverage ratio (SLR), which include a number of key changes and clarifications to their April 2014 proposal. The SLR represents the U.S. implementation of the Basel III leverage ratio. Under the U.S. banking agencies’ SLR framework, advanced approaches firms must maintain a […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Credit exposure, Derivatives, Financial institutions, Financial regulation, Leverage, Liquidity
Comments Off on US Basel III Supplementary Leverage Ratio
Questions and Answers on the Liquidity Coverage Ratio
On September 3, the Board of Governors of the Federal Reserve (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”) and the Office of the Comptroller of the Currency (the “OCC”) (collectively, the “Agencies”), released a final rule that applies a Liquidity Coverage Ratio (the “LCR”) to certain U.S. banking organizations (the “Final Rule”). […]
Click here to read the complete post
Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, FDIC, Federal Reserve, Financial institutions, Financial regulation, Liquidity, OCC
Comments Off on Questions and Answers on the Liquidity Coverage Ratio