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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
Court of Chancery Stresses Need for Board Monitoring of Advisors and Potential Conflicts
Last week, the Delaware Court of Chancery reached the rare conclusion that an independent, disinterested board breached its fiduciary duties in connection with an arm’s-length, third-party, premium merger transaction. The decision, In re Rural Metro Corp. Stockholders Litig., C.A. No. 6350-VCL (Del. Ch. Mar. 7, 2014), which relies heavily on findings that the board’s financial […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Conflicts of interest, Delaware cases, Delaware law, Fiduciary duties, Financial advisers, Merger litigation
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Remarks on the Halliburton Oral Argument (1): Toward a Fraudulent Distortion Approach
Last week the Supreme Court heard oral arguments in the Halliburton case (transcript available here), which is expected to have a major impact on the future of securities litigation. Encouragingly, there were signs that a number of the Justices might choose to avoid making a judgment on the state of efficient market theory and to […]
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Posted in Academic Research, Court Cases, HLS Research, Securities Litigation & Enforcement
Tagged Basic, Fraud-on-the-Market, Halliburton, Securities litigation, Supreme Court
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Enhanced Prudential Standards
On February 18, 2014, the Board of Governors of the Federal Reserve System (the “FRB”) approved a final rule (the “Final Rule”) implementing certain of the “enhanced prudential standards” mandated by Section 165 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or “Dodd-Frank”). The Final Rule applies the enhanced prudential […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Capital requirements, Dodd-Frank Act, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, International governance, Liquidity, Prudence, Risk committee, Risk management, Stress tests
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Does Stock Liquidity Affect Incentives to Monitor?
In our paper, Does Stock Liquidity Affect Incentives to Monitor? Evidence from Corporate Takeovers, forthcoming in the Review of Financial Studies, we examine the role of liquidity as a monitoring incentive and its effect on firm value by analyzing the market reaction to takeover announcements. The empirical evidence is consistent with the view that there is a […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Firm valuation, Liquidity, Market reaction, Takeovers
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SEC Crowdfunding Rulemaking under the Jobs Act—an Opportunity Lost?
In an article recently posted to SSRN I addressed certain issues faced by the SEC in the ongoing Title III rulemaking process under the JOBS Act of 2012, enacted into law by Congress in April 2012. The SEC issued proposed rules to implement Title III in October 23, 2013, and has yet to issue final […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Capital formation, Crowdfunding, Disclosure, JOBS Act, Registration exemptions, SEC, SEC rulemaking, Securities regulation, Small firms
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Does Volcker + Vickers = Liikanen?
EU proposal for a regulation on structural measures improving the resilience of EU credit institutions 1. On 29 January 2014 the European Commission published a proposal for a regulation of the European Parliament and of the Council “on structural measures improving the resilience of EU credit institutions”. This proposed legislation is the EU’s equivalent of […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, EU, Europe, European Commission, Financial crisis, Financial institutions, Financial regulation, France, Germany, International governance, Liikanen Group, Proprietary trading, UK, Vickers Commission, Volcker Rule
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Staggered Boards and Firm Value, Revisited
Staggered boards have long played a central role in the debate on the proper relationship between boards of directors and shareholders. Advocates of shareholder empowerment view staggered boards as a quintessential corporate governance failure. Under this view, insulating directors from market discipline diminishes director accountability and encourages self-serving behaviors by incumbents such as shirking, empire […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Classified boards, Entrenchment, Firm valuation, Staggered boards
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Argentina and Exchange Bondholders File Certiorari Petitions
On February 18, both Argentina and the Exchange Bondholders Group filed petitions for writs of certiorari with the Supreme Court, seeking review of the Second Circuit’s rulings in the pari passu litigation. We discuss below the certiorari procedure, followed by comments on substantive arguments raised by Argentina and the Exchange Bondholders. Our many prior comments […]
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Posted in Court Cases, International Corporate Governance & Regulation, Practitioner Publications
Tagged Argentina, Bondholders, FSIA, International governance, Sovereign debt, Supreme Court, U.S. federal courts
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Disappearing Small IPOs and Lifecycle of Small Firms
The small company initial public offering (IPO) is dead. In 1997, there were 168 exchange-listed IPOs for companies with an initial market capitalization of less than $75 million. In 2012, there were seven such IPOs, the same number as in 2003. While there is no doubt that the small company IPO has disappeared, the cause […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged IPOs, JOBS Act, Securities regulation, Small firms
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Still Running Away from the Evidence: A Reply to Wachtell Lipton’s Review of Empirical Work
In a 17-page memorandum issued by the law firm of Wachtell Lipton (Wachtell), Empiricism and Experience; Activism and Short-Termism; the Real World of Business, the firm’s founder Martin Lipton put forward new criticism of our empirical study, The Long-Term Effects of Hedge Fund Activism. Lipton’s critique is based on a review of a large number […]
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Posted in Academic Research, Empirical Research, HLS Research
Tagged Bebchuk-Brav-Jiang study, Hedge funds, Long-Term value, Proxy fights, Shareholder activism
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