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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
Socially Responsible Firms
The desirability of corporations engaging in “socially responsible” behavior has long been hotly debated among economists, lawyers, and business experts. Two general views on corporate social responsibility (CSR) prevail in the literature. The CSR “value-enhancing view” argues that socially responsible firms, such as firms that promote efforts to help protect the environment, promote social equality, […]
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Posted in Academic Research, Corporate Social Responsibility, Empirical Research, Executive Compensation, HLS Research
Tagged Agency model, Corporate Social Responsibility, Executive Compensation, Management, Pay for performance, Philanthropy
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Cloud Cyber Security: What Every Director Needs to Know
There are four competing business propositions affecting most American businesses today. Think of them as four freight trains on different tracks headed for a four-way stop signal at fiber optic speed. First, with a significant potential for cost savings, American business has adopted cloud computing as an efficient and effective way to manage countless bytes […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Duty of good faith, Risk management, Risk oversight
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Revisiting American Exceptionalism
The legal rules governing businesses’ organizational choices have varied across nations along two main dimensions: the number of different forms that firms could adopt; and the extent to which firms had the contractual freedom to modify the available forms to suit their needs. Until the last quarter of the twentieth century, businesses in the U.S. […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, International Corporate Governance & Regulation
Tagged Corporate forms, Corporate governance, Incorporations, International governance, Legal systems
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US Regulatory Outlook: The Beginning of the End
Regulatory delay is now the established norm, which continues to leave banks unsure about how to prepare for pending rulemakings and execute on strategic initiatives. With the “Too Big To Fail” (TBTF) debate about to hit the headlines again when the Government Accountability Office releases its long-awaited TBTF report, the rhetoric calling for the completion […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Credit exposure, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, G-SIB, Leverage, Liquidity, Surcharges, Systemic risk, Too big to fail
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2014 Mid-Year Securities Litigation Update
It almost goes without saying that the first half of 2014 brought with it the most significant development in securities litigation in decades: the U.S. Supreme Court decided Halliburton Co. v. Erica P. John Fund, Inc.—Halliburton II. In Halliburton II, the Court declined to revisit its earlier decision in Basic v. Levinson, Inc.; plaintiffs may […]
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Posted in Accounting & Disclosure, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Class actions, Delaware cases, Derivative actions, Disclosure, Extraterritoriality, Forum selection, Halliburton, Merger litigation, SEC, Securities fraud, Securities litigation, Securities regulation, Settlements, Supreme Court, U.S. federal courts
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Make-Whole Provisions Continue to Cause Controversy
Given today’s low interest rate environment, the enforceability of make-whole provisions has been the subject of intense litigation as debtors seek to redeem and refinance debt entered into during periods of higher interest rates, and investors seek to maintain their contractual rates of return. This trend has come to the forefront most recently in two […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Bankruptcy Code, Debt, Debt contracts, Debtor-creditor law, Delaware cases
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Delaware Legislature Clarifies Section 251(h) Second-Step Merger Provisions
The following amendments to Delaware General Corporation Law (“DGCL”) Section 251(h) have been passed by the Delaware legislature, clarifying a number of issues that have arisen since adoption of the law last year. If signed by the Governor (as is expected), the amendments will apply to merger agreements entered into on or after August 1, […]
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Posted in Legislative & Regulatory Developments, Mergers & Acquisitions, Practitioner Publications
Tagged Controlling shareholders, Delaware law, DGCL, Fried Frank, Takeovers, Target firms, Tender offer
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Hedge Funds and Material Nonpublic Information
The last thing hedge funds need is another wake up call about the risks of liability for trading on the basis of material nonpublic information. But if they did, a July 17 article in the Wall Street Journal would provide it. According to the article, the SEC is investigating nearly four dozen hedge funds, asset […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Fiduciary duties, Hedge funds, Information asymmetries, Insider trading, SEC enforcement, Securities fraud, Securities litigation, Supreme Court, U.S. federal courts
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