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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
- 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
Boardroom Confidentiality Under Focus
In our Age of Communication, confidential information is more easily exposed than ever before. Real-time communication tools and social media give everyone with Internet access the ability to publicize information widely, and confidential information is always at risk of inadvertent or intentional exposure. The current cultural emphasis on transparency and disclosure—punctuated by headline news of […]
Click here to read the complete postHalliburton v. Erica P. John Fund—Former Members of Congress Supporting Neither Party
Sullivan & Cromwell LLP filed an amicus brief on January 6, 2014 with the U.S. Supreme Court in the case of Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317. This brief is submitted on behalf of former members of Congress, SEC officials and congressional counsel involved in the drafting of the Private Securities […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Basic, Erica John Fund v. Halliburton, Fraud-on-the-Market, Halliburton, Securities litigation, Supreme Court
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CEO Connectedness and Corporate Frauds
The collective behavior of corporate leaders is often critical in corporate wrongdoing, and the CEO often plays the central role. Yet there is no comprehensive study exploring how CEOs and their influence within executive suites and the boardroom impact corporate wrongdoing. In our paper, CEO Connectedness and Corporate Frauds, which was recently made publicly available on […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Audit committee, Board capture, Boards of Directors, Compliance & ethics, Corporate fraud, Management, Social capital, Social networks
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The Value of Corporate Culture
In our recent NBER working paper, The Value of Corporate Culture, we study which dimensions of corporate culture are related to a firm’s performance and why. Resigning from Goldman Sachs, vice president Greg Smith wrote in a very controversial New York Times op-ed: “Culture was always a vital part of Goldman Sachs’s success. It revolved […]
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Posted in Academic Research
Tagged Compliance & ethics, Employees, Firm performance, Surveys
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“Greenmail” Makes a Comeback
The much-maligned 1980s tactic of “greenmail” [1] appears to have made a comeback in 2013. “Greenmail” has generally been defined as the practice of purchasing enough shares in a company to threaten a takeover, and then using that leverage to pressure the target company to buy those shares back at a premium in order to […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Greenmail, Proxy contests, Repurchases, Shareholder activism, Shareholder power
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Key Trends in Financial Institutions M&A and Governance
2013 was a year of continuing challenges and opportunities for U.S. banks. The low-interest rate environment continued to challenge the ability of banks to lend profitably. Already burdensome regulatory demands grew weightier with expanded Dodd-Frank stress testing and the finalization of the Volcker Rule, among other things. More than ever before, the responsibility of directors […]
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Posted in Banking & Financial Institutions, Boards of Directors, Financial Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Bank boards, Banks, Board monitoring, Boards of Directors, Dodd-Frank Act, Financial institutions, Financial regulation, Merger litigation, OCC, Oversight, Risk management, Risk oversight
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HLS Corporate Faculty Excels in SSRN’s 2013 Citation Rankings
Statistics released by the Social Science Research Network (SSRN) indicate that, as of the end of 2013, Harvard Law School professors and senior fellows associated with the Program on Corporate Governance featured prominently on SSRN’s law author rankings. These professors and fellows captured ten of the top 100 slots among the top 100 law authors […]
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Posted in Academic Research, Program News & Events
Tagged Program on Corporate Governance, Rankings, SSRN
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Blockholders and Corporate Governance
In the paper, Blockholders and Corporate Governance, forthcoming in the Annual Review of Financial Economics, I review the theoretical and empirical literature on the different channels through which blockholders (large shareholders) engage in corporate governance. Berle and Means’s (1932) seminal article highlighted the agency problems that arise from the separation of ownership and control. When […]
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Posted in Academic Research
Tagged Blockholders, General governance, Management, Shareholder activism, Shareholder power
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Gender Diversity at Silicon Valley Public Companies 2013
Significantly expanding on the data in the Fenwick Corporate Governance Survey (discussed on the Forum here), Fenwick has published the first survey to analyze gender diversity on boards and executive management teams of companies in the technology and life science companies included in the Silicon Valley 150 Index (SV 150) compared to the very large […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board leadership, Boards of Directors, Diversity, Management, Surveys, Tech companies
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ISS To Revise QuickScore
On January 8, 2014, Institutional Shareholder Services, Inc. (“ISS”) announced that it will launch a new version of QuickScore (“QuickScore 2.0”) on February 18, 2014. QuickScore benchmarks a company’s governance risk against other companies in the Russell 3000 Index based on a number of weighted governance factors. QuickScore 2.0 will use a different method to […]
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Posted in Corporate Elections & Voting, Practitioner Publications
Tagged General governance, Governance indices, ISS, Proxy advisors, QuickScore
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