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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 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
Corporate Governance and the Erosion of Deutschland AG
The conventional view in comparative corporate governance research holds that German corporations are characterized by the prevalence of large blockholders, making it the typical example for a system of concentrated ownership. In my recent paper, Changing Law and Ownership Patterns in Germany: Corporate Governance and the Erosion of Deutschland AG, which has been made publicly […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged Equity capital, Europe, Germany, Globalization, International governance, Market conditions
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Compliance or Legal? The Board’s Duty to Assure Clarity
A series of developments threaten to blur the important distinction between the corporation’s legal and compliance functions. These developments arise from federal regulatory action, media and public discourse, policy statements from compliance industry leaders, and new surveys reflecting the increasing prominence of the general counsel. If left unaddressed, they could lead to significant organizational risk, […]
Click here to read the complete postFacilitating Mergers and Acquisitions with Earnouts and Purchase Price Adjustments
In mergers and acquisitions transactions with privately-held (or closely-held) target companies, transacting parties will often agree to make payments to the target shareholders contingent upon some post-closing measures. Two often used arrangements are purchase price adjustments (PPAs) and earnouts. With a purchase price adjustment mechanism, payment to the target shareholders will be adjusted based on […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Closely-held corporations, Earnouts, Firm valuation, Information asymmetries, Negotiation
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Ten Key Points from the SEC’s Final Money Market Rule
After six years of debate over the risks and operations of money market funds (MMFs)—and events such as the fall of Lehman Brothers, breaking the buck at the Reserve Primary Fund, rancor between financial regulators, and hundreds of industry comment letters—the SEC finally adopted MMF reform on July 23rd. The final rule will fundamentally alter […]
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Posted in Practitioner Publications, Securities Regulation
Tagged Money market funds, Risk management, SEC, SEC rulemaking, Securities regulation
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Symbolic Corporate Governance Politics
Corporate governance politics display a peculiar feature: while the rhetoric is often heated, the material stakes are often low. Consider, for example, shareholder resolutions requesting boards to redeem poison pills. Anti-pill resolutions were the most common type of shareholder proposal from 1987–2004, received significant shareholder support, and led many companies to dismantle their pills. Yet, […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation
Tagged Corporate governance, Governance reform, Management, Public interest, Shareholder activism, Shareholder power
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European Commission Imposes €20 Million Fine for Failing to Notify a Merger
On 23 July 2014, the European Commission fined Marine Harvest ASA €20 million for failing to notify its acquisition of Morpol ASA in accordance with the EU Merger Regulation and closing the transaction prior to receiving the European Commission’s approval. This is the first time the European Commission has imposed a fine in relation to […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Acquisitions, EU, Europe, European Commission, International governance, Securities enforcement, Tender offer
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New Credit Default Swap Terms to Be Implemented in September 2014
Earlier this year, the International Swaps and Derivatives Association Inc. (ISDA) published the 2014 Credit Derivatives Definitions (the 2014 Definitions). The 2014 Definitions introduce a new government bail-in Credit Event trigger for credit default swap (CDS) contracts on financial Reference Entities in non-U.S. jurisdictions and also modify the typical terms of sovereign CDS contracts in […]
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Posted in Banking & Financial Institutions, Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Banks, Credit default swaps, Derivatives, EU, Europe, Financial regulation, Foreign banks, International governance, ISDA, Restructurings, Securities regulation, Swaps, Swaps entities
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Nationalize the Clearinghouses!
A clearinghouse reduces counterparty risks by acting as the hub for trades amongst the largest financial institutions. For this reason, Dodd-Frank’s seventh title, the heart of the law’s regulation of OTC derivatives, requires that most derivatives trade through clearinghouses. The concentration of trades into a very small number of clearinghouses or CCPs has obvious risks. […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Derivatives, Financial Regulation
Tagged Bailouts, Bankruptcy, CFTC, Clearing houses, Derivatives, Dodd-Frank Act, Federal Reserve, Financial regulation, Liquidation, OTC derivatives, Recovery & resolution plans, Systemic risk
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The Corporate Governance of Sovereign Wealth Funds
Initiatives of shareholder engagement must take into consideration the modern, complex nature of share ownership. Shareholders can no longer be considered as a single group, instead the shareholder base may include a range of institutional investors, hedge funds, private equity funds, sovereign wealth funds and other activist investors. There has been a significant transformation of […]
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Posted in Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Corporate governance, Engagement, Institutional Investors, International governance, Shareholder activism, Sovereign Wealth Funds
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Sovereign Shareholder Activism: How SWFs Can Engage in Corporate Governance
As the number of—and assets controlled by—sovereign wealth funds (SWFs) has increased dramatically in recent years, so too has scrutiny about how SWFs are making use of these assets. With respect to equity investments in publicly traded firms, one facet of this concern is that SWFs will become activist shareholders. This concern arises in part […]
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Posted in Academic Research, Institutional Investors, International Corporate Governance & Regulation
Tagged Corporate governance, Institutional Investors, International governance, Shareholder activism, Shareholder rights, Sovereign Wealth Funds
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