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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
Florida SBA 2013 Corporate Governance Annual Summary
The Florida State Board of Administration (the “SBA”) takes steps on behalf of its participants, beneficiaries, retirees, and other clients to strengthen shareowner rights and promote leading corporate governance practices among its equity investments in both U.S. and international capital markets. The SBA adopts and reports clearly stated, understandable, and consistent policies to guide its […]
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Posted in Boards of Directors, Corporate Elections & Voting, Corporate Social Responsibility, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Board declassification, Board independence, Boards of Directors, Corporate Social Responsibility, Executive Compensation, External auditors, Florida SBA, Institutional Investors, Majority voting, Proxy voting, Shareholder activism, Sustainability
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Poll Ranks Harvard First in Strength of Business Law Faculty
A new poll, conducted by Brian Leitter of the University of Chicago Law School, and published here, identifies the top business law faculties. Harvard Law School was ranked first, coming ahead of second-place Columbia Law School by a large margin. The poll ranks faculties in terms of their strength in the business law areas, including […]
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Posted in Program News & Events
Tagged Program on Corporate Governance
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Liquidity and Governance
Is greater trading liquidity good or bad for corporate governance? In the paper, Liquidity and Governance, which was recently made publicly available on SSRN, my co-authors (Kerry Back and Tao Li) and I address this question both theoretically and empirically. A liquid secondary market in shares facilitates capital formation but may be deleterious for corporate governance. […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Blockholders, General governance, Hedge funds, Liquidity, Shareholder activism, Shareholder proposals
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Statement on the Volcker Rule and Reducing Systemic Risk
The recent financial crisis and subsequent events [1] show the dangers that can result when banks trade for their own accounts while disregarding their customers’ interests. During the financial crisis, U.S. taxpayers were forced to cover losses sustained by major financial institutions that resulted from speculative proprietary trading activities. [2] While several factors combined to […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Banks, Conflicts of interest, Dodd-Frank Act, Financial crisis, Financial institutions, Financial regulation, Investor protection, Proprietary trading, SEC, SEC rulemaking, Securities regulation, Systemic risk, Volcker Rule
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Ready for the Volcker Rule? What to Look For
Over two years after publication of a proposed regulation, a final regulation implementing the so-called “Volcker Rule” is expected to be adopted tomorrow by the five US Federal financial regulatory agencies. [1] Two of them—the Federal Reserve and the Commodity Futures Trading Commission—are expected to adopt the regulation at public meetings. According to reports, the […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, CFTC, Federal Reserve, Financial institutions, Financial regulation, Hedging, International governance, Private funds, Proprietary trading, Sovereign debt, Volcker Rule
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Towards Board Declassification at 100 S&P 500 and Fortune 500 Companies: Advancing Annual Elections in the 2014 Proxy Season
Editor’s Note: Lucian Bebchuk is the Director of the Shareholder Rights Project (SRP), Scott Hirst is the SRP’s Associate Director, and June Rhee is the SRP’s Counsel. The SRP, a clinical program operating at Harvard Law School, works on behalf of public pension funds and charitable organizations seeking to improve corporate governance at publicly traded […]
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Posted in Boards of Directors, Corporate Elections & Voting, HLS Research, Institutional Investors
Tagged Classified boards, Florida SBA, Institutional Investors, North Carolina State Treasurer, Ohio Public Employees Retirement System, Precatory proposals, Shareholder proposals, Shareholder Rights Project, Staggered boards
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Regulating the Timing of Disclosure
In our paper, Regulating the Timing of Disclosure: Insights from the Acceleration of 10-K Filing Deadlines, forthcoming in the Journal of Accounting and Public Policy, we examine how regulatory reforms that accelerate 10-K filing deadlines in 2003 affect the reliability of accounting information. The intended purpose of the new deadlines is to improve the efficiency […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Accounting, Disclosure, Filings, Financial reporting, Misreporting, Restatements
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The Bankruptcy-Law Safe Harbor for Derivatives: A Path-Dependence Analysis
Bankruptcy law in the United States, which serves as an important precedent for the treatment of derivatives under insolvency law worldwide, gives creditors in derivatives transactions special rights and immunities in the bankruptcy process, including virtually unlimited enforcement rights against the debtor (hereinafter, the “safe harbor”). The concern is that these special rights and immunities […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Derivatives, Securities Regulation
Tagged Bankruptcy, Commodities, Derivatives, Financial crisis, Safe harbor, Securities regulation, Swaps, Systemic risk
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Delaware Court: Missed Sales Forecasts Could be “Material Adverse Effect”
In Osram Sylvania Inc. v. Townsend Ventures, LLC, the Delaware Court of Chancery (VC Parsons) declined to dismiss claims by Osram Sylvania Inc. that, in connection with OSI’s purchase of stock of Encelium Holdings, Inc. from the company’s other stockholders (the “Sellers”), Encelium’s failure to meet sales forecasts and manipulation of financial results by the […]
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Posted in Accounting & Disclosure, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisitions, Adverse effects, Delaware cases, Delaware law, Disclosure, Financial reporting, Forecasting, Materiality, Misreporting
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