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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
Delaware Court of Chancery Upholds Forum Selection Bylaw
On September 8, 2014, Chancellor Andre G. Bouchard issued a notable decision in City of Providence v. First Citizens BancShares, Inc., upholding—as a matter of facial validity and on an “as-applied” basis at the motion to dismiss stage—a forum selection bylaw adopted by a Delaware corporation selecting another jurisdiction (North Carolina, where the company is […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Charter & bylaws, Delaware cases, Delaware law, Forum selection, Merger litigation, Mergers & acquisitions, Shareholder suits
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An IPO’s Impact on Rival Firms
An initial public offering (IPO) is a major event in the life of any firm. But what does an IPO imply for the industry’s future? In our paper, An IPO’s Impact on Rival Firms, which was recently made publicly available on SSRN, we take a structural approach that allows different industries to progress in different […]
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Posted in Academic Research, Empirical Research
Tagged Forecasting, Information environment, IPOs, Market reaction, Public firms, Small firms
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Risk Governance: Banks Back to School
On September 2, 2014, the Office of the Comptroller of the Currency (“OCC”) finalized its risk governance framework for large banks and thrifts (“Guidelines”) that was proposed in January 2014. [1] The Guidelines formalize the heightened risk management standards that the OCC has been communicating through the supervisory process for several years, but do so […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Financial institutions, Financial regulation, OCC, Risk, Risk management
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Liabilities Under the Federal Securities Laws
This post deals with certain of the liability provisions of the federal securities laws: §§ 11, 12, 15 and 17 of the Securities Act of 1933 (the “Securities Act”), and §§ 10, 18 and 20 of the Securities Exchange Act of 1934 (the “Exchange Act”). It does not address other potential sources of liability and […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Exchange Act, Liability standards, Sarbanes–Oxley Act, Securities Act, Securities regulation
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Does Corporate Governance Make Financial Reports Better or Just Better for Equity Investors?
Financial reports should provide useful information to both shareholders and creditors, according to U.S. accounting principles. However, directors of corporations have fiduciary duties only toward equity holders, and those fiduciary duties normally do not extend to the interests of creditors. In our paper, Does Corporate Governance Make Financial Reports Better or Just Better for Equity […]
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Posted in Academic Research, Accounting & Disclosure, Boards of Directors
Tagged Board independence, Boards of Directors, Covenants, Debt, Debt contracts, Debt securities, Delaware articles, Delaware cases, Delaware law, Fiduciary duties, Financial reporting
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After the Deal: Fannie, Freddie and the Financial Crisis Aftermath
In After the Deal: Fannie, Freddie and the Financial Crisis Aftermath, we offer a solution to the problem of what to do with the profits being made by Fannie Mae and Freddie Mac, the subject of a dispute between the government, which has declared that it will keep those profits, and the shareholders of common […]
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Posted in Academic Research, Financial Crisis
Tagged Bailouts, Fairness review, Fannie Mae, Financial crisis, Freddie Mac
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Rolling Back the Repo Safe Harbors
Ed Morrison, Judge Christopher Sontchi and I recently posted to SSRN our article recommending a major narrowing of the repo safe harbors, after presenting it at the Federal Reserve’s recent conference on Wholesale Funding Markets in which the Boston Fed president warned of the dangers in the repo market. Overall, we conclude that the Bankruptcy […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation, HLS Research
Tagged Bankruptcy, Bankruptcy Code, Financial crisis, Financial regulation, Repurchases, Safe harbor, Systemic risk
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Cyber Security and Cyber Governance: Federal Regulation and Oversight—Today and Tomorrow
In our June 4, 2014 article on cyber security and cyber governance [1] we noted that for many reasons, boards of directors and executives of U.S. companies needed to reexamine how they protect (and respond to the successful hacking of) their most critical intellectual property and customer information. One of the reasons was that all […]
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Posted in Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Risk, Risk management, Risk oversight, SEC, Securities regulation
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