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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
The Informational Role of Internet-Based Short Sellers
Despite serious concerns about the quality of auditing and financial reporting of U.S.-listed Chinese firms, the SEC and the PCAOB have been unable to provide sufficient or timely information to U.S. investors due to resource constraints, the confidentiality rules underlying the PCAOB disciplinary proceedings, and no access to relevant work papers of Chinese auditors. In […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged China, Information asymmetries, Information environment, International governance, Securities fraud, Short sales, Stock mispricing
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Risk Management and the Board of Directors—An Update for 2014
Introduction Overview Corporate risk taking and the monitoring of risks have remained front and center in the minds of boards of directors, legislators and the media, fueled by the powerful mix of continuing worldwide financial instability; ever-increasing regulation; anger and resentment at the alleged power of business and financial executives and boards, including particularly as […]
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Posted in Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Cybersecurity, Fiduciary duties, Risk committee, Risk management, Risk oversight, Securities regulation
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Chen v. Howard-Anderson: Delaware Court Issues Guidance Regarding M&A Transactions
On April 8, 2014, Vice Chancellor Laster of the Delaware Court of Chancery issued an opinion addressing the reasonableness of a “market check” as well as required proxy disclosures to stockholders in M&A transactions. In Chen v. Howard-Anderson, [1] the Vice Chancellor held that (i) evidence suggesting that a board of directors favored a potential […]
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Posted in Accounting & Disclosure, Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bidders, Boards of Directors, Delaware cases, Delaware law, Earnings disclosure, Fiduciary duties, Merger litigation, Proxy disclosure, Securities litigation, Shareholder suits
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The New Financial Industry
The recent discussions surrounding Michael Lewis’s new book, Flash Boys, revealed a profound and uncomfortable truth about modern finance to the public and policymakers: Machines are taking over Wall Street. Artificial intelligence, mathematical models, and supercomputers have replaced human intelligence, human deliberation, and human execution in many aspects of finance. The modern financial industry is […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, Securities Regulation
Tagged Algorithmic trading, Financial development, Financial institutions, Financial regulation, Flash orders, Innovation, Securities regulation, Systemic risk
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Has Persistence Persisted in Private Equity?
In our paper, Has Persistence Persisted in Private Equity? Evidence from Buyout and Venture Capital Funds, which was recently made publicly available on SSRN, we use detailed cash-flow data to study the persistence of buyout and VC fund performance over successive funds. We confirm the previous findings that there was significant persistence in performance, using […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Firm performance, Private equity, Private funds, Venture capital firms
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The Changing Regulatory Landscape for Angel Investing
The importance of small businesses in America is unquestionable—they are the foundation of today’s economy and are responsible for many of the new jobs created each year in the United States. And angel investors play a vital role in the development of small businesses by nurturing them at their earliest, most vulnerable stages when they […]
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Posted in Practitioner Publications, Private Equity, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Accredited investors, Angel groups, Capital formation, Entrepreneurs, Equity offerings, Exchange Act, JOBS Act, Private equity, Private firms, Registration exemptions, Regulation A, Rule 506, SEC, Securities regulation, Small firms, Solicitation, Venture capital firms
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NASAA and the SEC: Presenting a United Front to Protect Investors
I have been NASAA’s liaison since I was asked by NASAA to take on that role early in my tenure at the SEC, and it is truly a pleasure to continue our dialogue with my fifth appearance here at the 19(d) conference. This conference, as required by Section 19(d) of the Securities Act, is held […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Capital formation, Investor protection, JOBS Act, NASAA, Registration exemptions, Regulation A, SEC, Securities enforcement, Securities regulation, Small firms, Solicitation, State law
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Segregation of Initial Margin Posted in Connection with Uncleared Swaps
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Commodity Futures Trading Commission (“CFTC”) Rules 23.702 and 23.703 thereunder (together, the “Rules”), swap dealers are required to notify their counterparties that they have the right to require segregation with a third-party custodian of any initial margin (also known as “independent amounts”) posted […]
Click here to read the complete postThe Robust Use of Civil and Criminal Actions to Police the Markets
I have participated in this event for many years and have always considered this conference to be all about the compliance and legal issues that are most important to the integrity of our securities markets. Now, as Chair of the SEC, I would like to thank you for the work you do day in and […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Securities Regulation, Speeches & Testimony
Tagged Corporate fraud, Insider trading, Investor protection, Misconduct, SEC, SEC enforcement, SEC investigations, Securities enforcement, Securities fraud, Securities regulation
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Equity Overvaluation and Short Selling
In our paper, In Short Supply: Equity Overvaluation and Short Selling, which was recently made publicly available on SSRN, we use detailed equity lending data to examine the role of constraints on equity prices. We find that constrained stocks underperform, the short interest ratio (SIR) has a nonlinear association with constraints, constrained stocks have negative […]
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Posted in Academic Research, Empirical Research
Tagged Credit supply, Equity capital, Short sales, Stock mispricing, Stock performance
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