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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
FDIC Lawsuits against Directors and Officers of Failed Financial Institutions
Federal Deposit Insurance Corporation (FDIC) litigation activity associated with failed financial institutions increased significantly in 2013, according to Characteristics of FDIC Lawsuits against Directors and Officers of Failed Financial Institutions—February 2014, a new report by Cornerstone Research. The FDIC filed 40 director and officer (D&O) lawsuits in 2013, compared with 26 in 2012, a 54 […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Practitioner Publications
Tagged Banks, Boards of Directors, Director liability, Failed banks, FDIC, Financial institutions, Financial regulation, Management
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Toward a Constitutional Review of the Poison Pill
In a new paper, Toward a Constitutional Review of the Poison Pill, we argue that the state-law rules governing poison pills are vulnerable to challenges based on preemption by the Williams Act. Such challenges, we show, could well have a major impact on the corporate-law landscape. The Williams Act established a federal regime regulating unsolicited […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Poison pills, State antitakeover statutes, Takeover defenses, Takeovers, Tender offer, Williams Act
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Corporate “Free Exercise” and Fiduciary Duties of Directors
This Spring, the Supreme Court will decide whether a for-profit corporation can refuse to provide insurance coverage for birth control and other reproductive health services mandated by the Affordable Healthcare Act (or “Obamacare”) when doing so would conflict with “the corporation’s” religious beliefs. Although the main legal issue in Sibelius v. Hobby Lobby Stores, Inc., […]
Click here to read the complete postEnhanced Prudential Standards “First Take”
Our observations on the Federal Reserve’s final rule: 1. Delayed effective date and higher threshold: Foreign Banking Organizations (FBOs) eked out several small victories in the final rule—in particular, the July 2015 compliance date has been pushed to July 2016 and smaller FBOs (i.e., those with under $50 billion in US non-branch assets) are no […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Federal Reserve, Financial institutions, Financial regulation, Foreign banks, Liquidity, Prudence, Risk, Risk management
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SEC Enforcement Year in Review
Marked by leadership changes, high-profile trials, and shifting priorities, 2013 was a turning point for the Enforcement Division of the Securities and Exchange Commission (the “SEC” or the “Commission”). While the results of these management and programmatic changes will continue to play out over the next year and beyond, one notable early observation is that […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate fraud, Deferred prosecution agreements, FCPA, Insider trading, SEC, SEC enforcement, Securities enforcement, Securities litigation, Whistleblowers
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UK Shareholder Activism: A Toolbox for 2014
Following an increase in shareholder and investor activism beyond pure executive remuneration issues in the United Kingdom (UK) in 2013, with some 25 companies targeted for public campaigns, this post provides a summary of certain principles of English law and UK and European regulation applicable to UK listed public companies and their shareholders that are […]
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Posted in Accounting & Disclosure, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Blockholders, Collusion, Disclosure, Europe, Institutional Investors, International governance, Shareholder activism, Shareholder meetings, Shareholder proposals, Shareholder rights, UK
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SEC Institutes Administrative Proceedings Against KPMG For Auditor Independence Violations
On January 24, 2014, the Securities and Exchange Commission (“SEC”) issued an order instituting settled administrative and cease-and-desist proceedings against KPMG LLP (“KPMG”) for violating auditor independence rules in its relationships with affiliates of three of its SEC-registered audit clients. [1] At the crux of the SEC’s order are its findings that: KPMG provided prohibited […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement
Tagged Accounting, Audits, Compliance & ethics, Conflicts of interest, External auditors, SEC, SEC enforcement
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Addressing Known Risks to Better Protect Investors
I am honored to be here today [February 21, 2014]. This is the sixth time that I have spoken at “SEC Speaks” as a Commissioner. Much has changed since my first “SEC Speaks” in February 2009. At that time, we were in the midst of the worst financial crisis since the Great Depression. Among other […]
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Posted in Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Capital markets, Cybersecurity, Investor protection, JOBS Act, SEC, Securities fraud, Securities regulation, Transfer agents
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Dodd-Frank Enhanced Prudential Standards for U.S. Bank Holding Companies and Foreign Banks
Pursuant to Section 165 of the Dodd-Frank Act, the Federal Reserve has issued a final rule to establish enhanced prudential standards for large U.S. bank holding companies (BHCs) and foreign banking organizations (FBOs). U.S. BHCs: The final rule represents the latest in a series of U.S. regulations that apply heightened standards to large U.S. BHCs. As […]
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Posted in Banking & Financial Institutions, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications
Tagged Banks, Basel Committee, Capital requirements, Dodd-Frank Act, Financial institutions, Financial regulation, Foreign banks, Leverage, Liquidity, Prudence, Risk management
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Financing as a Supply Chain
In our recent NBER working paper, Financing as a Supply Chain: The Capital Structure of Banks and Borrowers, we propose a novel framework to model joint debt decisions of banks and borrowers. Our framework combines the models used by bank regulators with the models used to explain capital structure in corporate finance. This structure can […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation
Tagged Bailouts, Banks, Basel Committee, Capital requirements, Capital structure, Deposit insurance, Financial regulation, Leverage, Risk-taking
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