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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
SEC’s Cross-Border Derivatives Rule
The SEC provided the “who” but not much else in its final rule regarding cross-border security-based swap activities (“final rule”), released at the SEC’s June 25, 2014 open meeting. Although most firms have already implemented a significant portion of the CFTC’s swaps regulatory regime (which governs well over 90% of the market), the SEC’s oversight […]
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Posted in Derivatives, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged CFTC, Cross-border transactions, Derivatives, International governance, SEC, SEC rulemaking, Securities regulation, Swaps, Swaps entities
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Delaware Court Denies Attorneys’ Fees for Alleged Dodd-Frank Disclosure Deficiencies
Under Delaware’s corporate benefit doctrine, a stockholder who presents a meritorious claim to a board of directors may be entitled to attorneys’ fees if the stockholder’s efforts result in the conferring of a corporate benefit. [1] On June 20, 2014, the Delaware Chancery Court considered in Raul v. Astoria Financial Corporation [2] whether attorneys’ fees […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Practitioner Publications
Tagged Attorneys' fees, Boards of Directors, Delaware cases, Delaware law, Dodd-Frank Act, Fiduciary duties, Proxy disclosure, Say on pay
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2014 Proxy Season Mid-Year Review
This post looks at results from 2,788 shareholder meetings held between January 1 and May 22, 2014. We provide data and analyses on areas such as share ownership composition, director elections, say-on-pay, proxy material distribution and the mechanics of shareholder voting. We also look at differences in proxy voting by company size. With about three-quarters […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Executive Compensation, Institutional Investors, Institutional voting, Proxy materials, Proxy season, Proxy voting, Say on pay, Shareholder activism, Shareholder communications, Shareholder meetings, Shareholder voting
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Shift from Voluntary to Mandatory Disclosure of Risk Factors
In our paper, Carrot or Stick? The Shift from Voluntary to Mandatory Disclosure of Risk Factors, we investigate public companies’ disclosure of risk factors that are meant to inform investors about risks and uncertainties. We compare risk factor disclosures under the voluntary, incentive-based disclosure regime provided by the safe harbor provision of the Private Securities […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Disclosure, Filings, Reporting regulation, Risk, Risk disclosure, Safe harbor, SEC, Securities litigation
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2014 Mid-Year Update on Corporate Non-Prosecution and Deferred Prosecution Agreements
As the debate continues over whether and how to punish companies for unlawful conduct, U.S. federal prosecutors continue to rely significantly on Non-Prosecution Agreements (“NPAs”) and Deferred Prosecution Agreements (“DPAs”) (collectively, “agreements”). Such agreements have emerged as a flexible alternative to prosecutorial declination, on the one hand, and trials or guilty pleas, on the other. […]
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Posted in International Corporate Governance & Regulation, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate crime, Corporate fraud, Deferred prosecution agreements, DOJ, FCPA, International governance, Non-prosecution agreement, SEC, SEC enforcement, UK
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Empirical Asset Pricing: Eugene Fama, Lars Peter Hansen, and Robert Shiller
In my paper, Empirical Asset Pricing: Eugene Fama, Lars Peter Hansen, and Robert Shiller, which was recently made publicly available on SSRN and which was commissioned by the Scandinavian Journal of Economics, I explain the reasons why the 2013 Sveriges Riksbank Prize in Economic Sciences in Memory of Alfred Nobel was awarded to Fama, Hansen, […]
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Posted in Academic Research, Empirical Research
Tagged Asset bubbles, Behavioral finance, Market efficiency
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Court Holds That US Bankruptcy Code Does Not Permit Recovery of Extraterritorial Transfers
In a decision that could significantly limit the power of U.S. bankruptcy trustees to challenge cross-border transactions, the United States District Court for the Southern District of New York has held that the trustee overseeing the Madoff liquidation may not recover transfers made by Madoff’s foreign customers to other foreign entities. SIPC v. Bernard L. […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications
Tagged Bankruptcy, Bankruptcy Code, Bernard Madoff, Cross-border transactions, Extraterritoriality, Morrison v. National Australia Bank Ltd., U.S. federal courts
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Corporate Venture Capital, Value Creation, and Innovation
There is no doubt that innovation is a critical driver of a nation’s long-term economic growth and competitive advantage. The question lies, however, in identifying the optimal organizational form for nurturing innovation. While corporate research laboratories account for two-thirds of all U.S. research, it is not obvious that these innovation incubators are more efficient than […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Entrepreneurs, External financing, Innovation, Private equity, R&D, Subsidiaries, Tech companies, Venture capital firms
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Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists
Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against the company and its directors. Exclusive forum provisions can help companies respond to such litigation more efficiently. Following most public M&A announcements, for […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Delaware law, Forum selection, Jurisdiction, Merger litigation, Shareholder suits, U.S. federal courts
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Does Mandatory Shareholder Voting Prevent Bad Corporate Acquisitions?
In our paper, Does Mandatory Shareholder Voting Prevent Bad Corporate Acquisitions?, which was recently made publicly available as an ECGI and Rock Center Working Paper on SSRN, we examine how much power shareholders should delegate to the board of directors. In practice, there is broad consensus that fundamental changes to the basic corporate contract or […]
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Posted in Academic Research, Corporate Elections & Voting, International Corporate Governance & Regulation, Mergers & Acquisitions
Tagged Acquisitions, Decision-making, International governance, Shareholder value, Shareholder voting, UK
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