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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
Are Stock-Financed Takeovers Opportunistic?
In our paper, Are Stock-Financed Takeovers Opportunistic?, which was recently made publicly available on SSRN, we present significant new empirical evidence relevant to the ongoing controversy over whether bidder shares in stock-financed mergers are overpriced. The extant literature is split on this issue, with some studies suggesting that investor misvaluation plays an important role in driving […]
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Posted in Academic Research, Empirical Research, Mergers & Acquisitions
Tagged Bidders, Capital structure, Firm valuation, Offer pricing, Stock mispricing, Takeovers
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Will The New Shareholder-Director Exchange Achieve Its Potential?
The recent announcement of the formation of the Shareholder-Director Exchange, a new group that aims to facilitate direct communication between institutional shareholders (namely, mutual funds and pension programs) and non-management directors of the U.S. public companies they own, has been accompanied by a flurry of articles regarding the purposes and possibilities of this new group. […]
Click here to read the complete postShareholder Activism: 2013 and Beyond
Schulte Roth & Zabel’s Shareholder Activism practice was at the forefront of the industry in 2013, advising our clients in a number of proxy contests. These are our observations from a busy year. Rapid growth with many new entrants By almost any measure, shareholder activism became more popular in 2013 than ever. With assets under […]
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Posted in Boards of Directors, Institutional Investors, Practitioner Publications
Tagged Boards of Directors, Director nominations, Hedge funds, Institutional Investors, Shareholder activism
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Bank Capital and Financial Stability
In the paper, Bank Capital and Financial Stability: An Economic Tradeoff or a Faustian Bargain?, forthcoming in the Annual Review of Financial Economics, I review the literature on the relationship between bank capital and stability. Higher capital contributes positively to financial stability. On this issue, there seems to be little disagreement. There is, however, disagreement in the […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation
Tagged Banks, Capital requirements, Capital structure, Financial crisis, Financial institutions, Financial regulation, Leverage, Systemic risk
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Disqualifying Dissident Nominees: A New Trend in Incumbent Director Entrenchment
There are many good, independent boards of directors at public companies in the United States. Unfortunately, there are also many ineffectual boards composed of cronies of CEOs and management teams, and such boards routinely use corporate capital to hire high-priced “advisors” to design defense mechanisms, such as the staggered board and poison pill, that serve […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Director compensation, Director nominations, Entrenchment, Shareholder activism, Shareholder nominations, Shareholder rights
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Executives’ ‘Off-the-Job’ Behavior, Corporate Culture, and Financial Reporting Risk
In our paper, Executives’ ‘Off-the-Job’ Behavior, Corporate Culture, and Financial Reporting Risk, forthcoming in the Journal of Financial Economics, we examine how and why two aspects of top executives’ behavior outside the workplace, as measured by their legal infractions and ownership of luxury goods, are related to the likelihood of future misstated financial statements, including fraud and unintentional […]
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Posted in Academic Research, Accounting & Disclosure, Securities Litigation & Enforcement
Tagged Compliance & ethics, Corporate crime, Corporate fraud, Disclosure, Financial reporting, Management, Misreporting, SEC enforcement
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Who Knew that CLOs were Hedge Funds?
U.S. financial regulators found themselves on the receiving end of an outpouring of concern from law makers last Wednesday about the risks to the banking sector and debt markets from the treatment of collateralized loan obligations (“CLOs”) in the Volcker Rule final regulations. Regulators and others have come to realize that treating CLOs as if they […]
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Posted in Banking & Financial Institutions, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Banks, Bonds, CDOs, Corporate debt, Debt, Debt securities, Dodd-Frank Act, Financial institutions, Financial regulation, Hedge funds, Proprietary trading, Securities regulation, Securitization, Volcker Rule
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Delaware’s Choice
In November 2013 I delivered the 29th Annual Francis G. Pileggi Distinguished Lecture in Law in Wilmington, Delaware. My lecture, entitled “Delaware’s Choice,” presented four uncontested facts from my prior research: (1) in the 1980s, federal courts established the principle that Section 203 must give bidders a “meaningful opportunity for success” in order to withstand […]
Click here to read the complete postTop Ten 2013 Delaware Corporate and Commercial Decisions
This is our ninth annual review of key Delaware corporate and commercial decisions. During 2013, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate and commercial issues. Among the decisions with the most far-reaching application and importance during 2013 are the “top ten” that we are highlighting […]
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