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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
ISS Advises Against By-Law Restricting Shareholder Compensation of Board Nominees
In proxy contests earlier this year involving the boards of Agrium Inc. (“Agrium”) and Hess Corporation (“Hess”), the compensation by activist shareholders of their proposed director nominees was heavily criticized both by the target boards and by third party commentators. The Agrium and Hess contests have given rise to a debate over the merits and […]
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Posted in Boards of Directors, Corporate Elections & Voting, Practitioner Publications
Tagged Boards of Directors, Charter & bylaws, Davies, Director nominations, ISS, Proxy advisors, Proxy contests, Shareholder activism, Shareholder nominations, Shareholder voting
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Who Is Responsible for Libor Rate-Fixing?
On December 4, the European Commission announced the imposition of €1.7 billion in fines on eight international banks for participation in cartels in euro- and yen-denominated interest-rate derivatives. The banks had conspired on submissions for euro and yen Libor rates, and the fines were imposed under European antitrust law. As EU Commissioner Joaquín Almunia said, […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation
Tagged Antitrust, Banks, Collusion, Corporate crime, Corporate fraud, DOJ, European Commission, Financial institutions, Financial regulation, Foreign banks, International governance, LIBOR, UK
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The Evolving Direction and Increasing Influence of Shareholder Activism
When we convened our Corporate Governance Symposium last year (October 2012), we highlighted the increasingly important role shareholders were playing in the corporate decision-making process, commenting as follows: “Over the course of the past year, we have continued to see shareholders making their voices heard, in some cases rather forcefully and effectively, on a broad […]
Click here to read the complete postAre Hedge Fund Managers Systematically Misreporting? Or Not?
The hedge fund industry has grown tremendously over the last two decades. While this growth is due to a number of factors, one explanation is that its performance-based compensation system creates incentives for managers to generate alpha. This incentive system, however, could also motivate some managers to manipulate net asset values or commit outright fraud. […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Firm valuation, Fund managers, Hedge funds, Incentives, Misreporting, Performance measures, Risk
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Delaware Court: Corporation’s Own Stock Purchases not a “Business Combination”
In Activision Blizzard, Inc. v. Hayes, No. 497, 2013 (Del. Nov. 15, 2013), the Delaware Supreme Court addressed the question of whether the purchase by Activision Blizzard, Inc. (“Activision”) of shares of its own stock, as well as net operating loss carryforwards (“NOLs”), from Vivendi, S.A. (“Vivendi”) constituted a “merger, business combination or similar transaction” […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Class actions, Delaware cases, Delaware law, Shareholder suits
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Compensation Season 2014: Shareholder Engagement
For many public companies, the new year marks the beginning of compensation season. As in years past, we have set forth below some of our thoughts on what to expect from the current compensation environment. Unlike previous years, the upcoming proxy season is not marked by new legislative or regulatory developments. And, as described in […]
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Posted in Executive Compensation, Practitioner Publications
Tagged Compensation disclosure, Executive Compensation, Glass Lewis, ISS, Proxy advisors, Say on pay, Shareholder communications
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Proposed CFTC Rules on Position Limits
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) amended section 4a of the Commodity Exchange Act (the “CEA”) to require the Commodity Futures Trading Commission (the “CFTC”) to establish position limits on an aggregate basis for (1) futures and options contracts on agricultural and exempt commodities traded on or subject to […]
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Posted in Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Commodities Exchange Act, Dodd-Frank Act, Financial regulation, Futures, Hedging, Position limits, Securities regulation, Swaps
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Supreme Court Reaffirms that Forum-Selection Clauses Are Presumptively Enforceable
Forum-selection clauses are common, and highly useful, features of commercial contracts because they help make any future litigation on a contract more predictable for the parties and, in some cases, less expensive. But what procedure should a defendant use to enforce a forum-selection clause when the defendant is sued in a court that is not […]
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