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HLS Faculty & Senior Fellows
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
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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Shareholder Activism in M&A Transactions
Shareholder activism, which has increasingly occupied headlines in recent years, continued along its sharp growth trajectory in 2013. The number of activists, as well as the amount of capital backing them, has increased substantially, as has the sophistication and effectiveness of their tactics. In addition, last year was particularly noteworthy for the role shareholder activism […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Director nominations, Hedge funds, Institutional Investors, Shareholder activism
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CEO Job Security and Risk-Taking
In our paper, CEO Job Security and Risk-Taking, which was recently made publicly available on SSRN, we use the length of employment contracts to estimate CEO turnover probability and its effects on risk-taking. Protection against dismissal should encourage CEOs to pursue riskier projects. Indeed, we show that firms with lower CEO turnover probability exhibit higher […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Executive turnover, Incentives, Management, Management contracts, Risk-taking, Termination
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Toward Board Declassification in 100 S&P 500 and Fortune 500 Companies: The SRP’s Report for the 2012 and 2013 Proxy Seasons
Editor’s Note: The Shareholder Rights Project (SRP) just released its final report for the 2012 and 2013 proxy seasons, the SRP’s first two years year of operations. As the report details, major results obtained include the following: 100 S&P 500 and Fortune 500 companies (listed here) entered into agreements to move toward declassification; 81 S&P […]
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Posted in Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged Classified boards, Florida SBA, Los Angeles County Employees Retirement Association, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, PRIM, School Employees Retirement System of Ohio, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Communication and Decision-Making in Corporate Boards
The board of directors is a collective body, whose members have diverse expertise in various aspects of the company’s business. Therefore, communication between directors is critical to successful board functioning. In recent years, regulators, shareholders, and directors themselves have been paying increased attention to decision-making policies that could increase the quality of board discussions. Executive […]
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Posted in Academic Research, Boards of Directors
Tagged Board communication, Board meetings, Boards of Directors, Conflicts of interest, Decision-making, Incentives
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An Economic Theory of Fiduciary Law
I’ve recently posted to SSRN a book chapter called “An Economic Theory of Fiduciary Law,” which will be published in Philosophical Foundations of Fiduciary Law by Oxford University Press. The editors are Andrew Gold and Paul Miller. The purpose of my chapter is to restate the economic theory of fiduciary law. In doing so, the […]
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Posted in Academic Research, HLS Research
Tagged Agency model, Contracts, Duty of care, Duty of loyalty, Economic alignment, Fiduciary duties
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White House Releases NIST Cybersecurity Framework
On February 12, the White House released the widely anticipated Framework for Improving Critical Infrastructure Cybersecurity (“the Framework”). Developed pursuant to Executive Order 13636 (issued in February 2013), the Framework strongly encourages companies across the financial, communications, chemical, transportation, healthcare, energy, water, defense, food, agriculture, and other critical infrastructure sectors to implement and comply with […]
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