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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
Cyber Governance: What Every Director Needs to Know
The number, severity, and sophistication of cyber attacks—whether on our retail economy, our healthcare sector, our educational sector or, in fact, our government and defense systems—grows worse by the day. [1] Among the most notable cyber breaches in the public company sphere was that hitting Target Corporation (40 million estimated credit and debit cards allegedly […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Boards of Directors, Cybersecurity, Duty of good faith, Insurance, ISS, Risk management
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Whose Trojan Horse? The Dynamics of Resistance against IFRS
The US is the last major economy that has not yet adopted International Financial Reporting Standards (IFRS) while, from Europe to Canada, from Australia to China, around 120 countries are already requiring or permitting IFRS; this figure will likely rise to 150 countries in the near future. The introduction of IFRS has been debated in […]
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Posted in Academic Research, Accounting & Disclosure, International Corporate Governance & Regulation
Tagged Accounting, Accounting standards, Europe, FASB, GAAP, IASB, IFRS, International governance
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Activist Hedge Funds Find Ways to Profit from M&A Transactions
Activist hedge funds continue to find ways to use public M&A transactions as a tool to generate returns for their investors. As a result, market participants need to consider potential activist strategies in determining how to structure, announce and execute their deals. Activists have used three principal strategies to extract additional value from public M&A […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Appraisal rights, Carl Icahn, Hedge funds, Merger litigation, Pershing Square, Shareholder activism, Target firms, Tender offer
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The Ownership of Japanese Corporations in the 20th Century
The Japanese insider ownership system began to fall apart approximately twenty years after it came into operation at the beginning of the 1970s. In our paper, The Ownership of Japanese Corporations in the 20th Century, which was recently made publicly available on SSRN, we suggest that the insider system emerged in the first place because […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged International governance, Investor protection, Japan, Ownership, Social capital
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Private Equity Management of Fees and Expenses: A Cautionary Tale
In recent weeks, the Securities and Exchange Commission (SEC) has revealed that it is closely reviewing how private equity fund advisers disclose the allocation of fees and expenses to their investors. The SEC is primarily implementing this review through the Presence Exam Initiative (the Initiative), which has been initiated through the SEC’s Office of Compliance […]
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Posted in Accounting & Disclosure, Practitioner Publications, Private Equity, Securities Litigation & Enforcement
Tagged Compliance and disclosure interpretation, Disclosure, Fund managers, Private equity, Private funds, SEC, SEC enforcement
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Communications Challenges of the Valeant/Pershing Square Bid for Allergan
The bid by Valeant and Pershing Square to acquire Allergan has made a very big splash in the M&A and corporate governance world. In brief, Pershing and Valeant have teamed up in a campaign to pressure Allergan to sell to Valeant in an unsolicited cash and stock deal. What distinguishes the Valeant/Pershing deal from a […]
Click here to read the complete postCEO Ownership, Stock Market Performance, and Managerial Discretion
In our paper, CEO Ownership, Stock Market Performance, and Managerial Discretion, forthcoming in the Journal of Finance, we examine the relationship between CEO ownership and stock market performance. We show that investing in firms in which the CEO owns a substantial fraction of shares (for example more than 10% of outstanding shares) leads to large […]
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Posted in Academic Research, Empirical Research
Tagged Executive ownership, Firm performance, Management, Stock returns
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Automated Detection in SEC Enforcement
Although US Securities and Exchange Commission (SEC) enforcement actions related to financial fraud and issuer disclosures have been on a decline since 2007, recent statements and actions suggest that the SEC is likely to re-focus its efforts on detecting, pursuing, and preventing accounting fraud. [1] Since her confirmation as Chair of the SEC, Mary Jo […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Accounting irregularities, AQM, Financial reporting, SEC, SEC enforcement, Securities enforcement, Securities fraud
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Volcker Rule Clarity: Waiting for Godot
Five months after regulators released the final Volcker rule, banks are pressing ahead with their implementation efforts, but are still waiting for promised guidance to clarify the rule’s many ambiguities. Reminiscent of last year when banks were expecting the final rule, industry commentators have already sounded false alarms regarding this guidance’s imminence. [1] Also, despite […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Financial institutions, Financial regulation, Financial reporting, Proprietary trading, Volcker Rule
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