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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
Human Capital, Management Quality, and Firm Performance
The quality of the top management team of a firm is an important determinant of its performance. This is an obvious statement to many. Yet, there is little evidence that relates top management team quality to firm performance in a causal manner. Part of the challenge in doing so stems from assigning a measure to […]
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Posted in Academic Research, Empirical Research
Tagged Firm performance, Firm valuation, Management, Social capital, Stock performance
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What Is a Board’s Role in a Family Business?
Individual- and family-owned businesses are a vital part of our economy. If you or your family owns such a company you understand how important the company’s success is to your personal wealth and to future generations. If you’re a nonfamily executive at a family company, you also recognize that its profitability and resilience is vital […]
Click here to read the complete postDo Banks Always Protect Their Reputation?
A firm’s reputation is a valuable asset. Arguably, conventional wisdom suggests that a reputable firm will always act in the best interest of their clients to preserve the firm’s reputation. For example, in his testimony/defense of Goldman Sachs before Congress, the Chairman and CEO Lloyd Blankfein states, “We have been a client-centered firm for 140 […]
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Posted in Academic Research, Accounting & Disclosure, Banking & Financial Institutions, Empirical Research
Tagged Asset-backed securities, Banks, CDOs, CLOs, Disclosure, Financial institutions, Reputation, Underwriting
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SEC Guidance May Lessen Investment Adviser Demand for Proxy Advisory Services
Recently issued SEC staff guidance addresses concerns that have been raised about proxy advisory firms by emphasizing that the investment adviser that retains and pays a proxy advisory firm is uniquely positioned to monitor the proxy advisory firm and is required to actively oversee the firm if it wants to benefit from the firm’s services […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Disclosure, Fiduciary duties, Glass Lewis, Institutional Investors, Investment advisers, ISS, Proxy advisors, Proxy voting, SEC, Securities regulation
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The Peril of an Expectations Gap in Proxy Advisory Firm Regulation
Over the last few years, Congress and Securities and Exchange Commission (SEC) were put under pressure to seriously consider regulating proxy advisory firms. Financial industry and government leaders have voiced concern that proxy advisory firms exert too much power over corporate governance to operate unregulated. The SEC as well as the Congress have investigated and […]
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Posted in Academic Research, Institutional Investors, Securities Regulation
Tagged Information asymmetries, Institutional Investors, Proxy advisors, Proxy voting, SEC, Securities regulation
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Wachtell Keeps Running Away from the Evidence
In a memorandum issued by the law firm of Wachtell, Lipton, Rosen & Katz (Wachtell) last week, Do Activist Hedge Funds Really Create Long Term Value?, the firm’s founding partner Martin Lipton and another senior partner of the law firm criticize again my empirical study with Alon Brav and Wei Jiang, The Long-Term Effects of […]
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Posted in Academic Research, Empirical Research, HLS Research
Tagged Bebchuk-Brav-Jiang study, Hedge funds, IGOPP, Long-Term value, Shareholder activism, Short-termism
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SEC Charges Hedge Fund Adviser for Prohibited Transactions and Retaliating Against Whistleblower
The U.S. Securities and Exchange Commission (SEC or Commission) issued a cease and desist order on June 16, 2014 (the Order) against Paradigm Capital Management, Inc. (Paradigm) and its founder, Director, President and Chief Investment Officer, Candace King Weir (Weir). [1] The Order alleged that Weir caused Paradigm’s hedge fund client, PCM Partners L.P. II […]
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Posted in Practitioner Publications, Securities Litigation & Enforcement
Tagged Conflicts of interest, Dechert, Hedge funds, Investment advisers, Investment Advisers Act, Proprietary trading, SEC enforcement, Whistleblowers
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Timely Notice of Merger’s Effective Date Reduces Litigation Risks in Delaware
Following a merger (or consolidation), Section 262 of the Delaware General Corporation Law (“DGCL”) requires notice to be sent to any stockholder of record who has demanded appraisal informing that stockholder that the transaction was accomplished. For long-form mergers approved pursuant to a stockholder vote (i.e., under Section 251(c) of the DGCL), Section 262(d)(1) requires […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, DGCL, Merger litigation
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Money Market Fund Reform
Today’s [July 23, 2014] reforms will fundamentally change the way that most money market funds operate. They will reduce the risk of runs in money market funds and provide important new tools that will help further protect investors and the financial system in a crisis. Together, this strong reform package will make our financial system […]
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Posted in Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Financial crisis, Financial reform, Institutional Investors, Liquidity, Money market funds, SEC, SEC rulemaking, Securities regulation, Systemic risk
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