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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
CFTC Re-Proposes Position Limits and Aggregation Standards for Derivatives
On November 5, 2013, the Commodity Futures Trading Commission proposed rules to establish new position limits that would apply to 28 agricultural, energy and metals futures contracts, and swaps, futures and options that are economically equivalent to those contracts. [1] Once adopted, the proposal would reinstate, with certain changes, the position limit rules that were […]
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Posted in Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Commodities, Derivatives, Financial regulation, Futures, Hedging, Position limits, Securities regulation, Swaps
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OCC Updates Guidance on Third-Party Risk Management
On October 30, 2013, the Office of the Comptroller of the Currency (the “OCC”) issued updated guidance to national banks and federal savings associations on assessing and managing risks associated with third-party relationships, which include all business arrangements between a bank and another entity (by contract or otherwise). [1] The new guidance introduces a “life […]
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Posted in Banking & Financial Institutions, Boards of Directors, Practitioner Publications
Tagged Accountability, Banks, Board monitoring, Compliance & ethics, Financial institutions, OCC, Oversight, Risk management, Risk oversight
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Credit Crisis Litigation Update: It is Settlement Time
It has been more than six years since the onset of the credit crisis and we have documented for the first time in the past few months a significant increase in the number and size of settlements. Meanwhile, the pace of new filings has slowed as housing markets continue to improve and delinquencies and defaults […]
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Posted in Banking & Financial Institutions, Financial Crisis, Practitioner Publications, Securities Litigation & Enforcement
Tagged Asset-backed securities, Bank of America, Banks, DOJ, ERISA, Fannie Mae, Financial crisis, Financial institutions, Freddie Mac, JPMorgan, Mortgage lending, Securities litigation, Subprime securities
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Some Thoughts for Boards of Directors in 2014
In many respects, the relentless drive to adopt corporate governance mandates seems to have reached a plateau: essentially all of the prescribed “best practices”—including say-on-pay, the dismantling of takeover defenses, majority voting in the election of directors and the declassification of board structures—have been codified in rules and regulations or voluntarily adopted by a majority […]
Click here to read the complete postThe Importance of Trials to the Law and Public Accountability
It is a great honor to have been asked to give the Fifth Annual Judge Thomas A. Flannery Lecture. And it is especially meaningful to be joined tonight by Tom Flannery’s daughter Irene, son Tom, and so many friends, colleagues, and former law clerks who knew and served with him. I unfortunately did not have […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Speeches & Testimony
Tagged Accountability, Corporate crime, Deferred prosecution agreements, Insider trading, SEC, SEC enforcement, Section 10(b), Securities fraud, Securities litigation
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Structural Corporate Degradation Due to Too-Big-To-Fail Finance
Corporate governance incentives at too-big-to-fail financial firms deserve systematic examination. For industrial conglomerates that have grown too large, internal and external corporate structural pressures push to re-size the firm. External activists press it to restructure to raise its stock market value. Inside the firm, boards and managers see that the too-big firm can be more […]
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Posted in Academic Research, Banking & Financial Institutions, Financial Crisis, Financial Regulation, HLS Research
Tagged Banks, Cost of capital, Financial crisis, Financial institutions, Financial regulation, JPMorgan, Restructurings, Spinoffs, Too big to fail
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Multiple-Based Damage Claims Under Representation & Warranty Insurance
Private equity funds are increasingly using representations and warranties (R&W) insurance and related products (such as tax, specific litigation and other contingent liability insurance) in connection with acquisitions as they become more familiar with the product and its advantages. [1] Acquirors considering R&W insurance frequently raise concerns about the claims process and claims experience. A […]
Click here to read the complete postThe Separation of Ownership from Ownership
The increase in institutional ownership of corporate stock has led to questions about the role of financial intermediaries in the corporate governance process. This post focuses on the issues associated with the so-called “separation of ownership from ownership,” arising from the growth of three types of institutional investors, pensions, mutual funds, and hedge funds. To […]
Click here to read the complete postReputation Incentives of Independent Directors
Reputation concerns create strong incentives for independent directors to be viewed externally as capable monitors as well as to retain their most valuable directorships. In our paper, Reputation Incentives of Independent Directors: Impacts on Board Monitoring and Adverse Corporate Actions, which was recently made publicly available on SSRN, we extend this literature significantly by examining […]
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Posted in Academic Research, Boards of Directors, Executive Compensation
Tagged Board composition, Board independence, Boards of Directors, Decision-making, Dividends, Earnings management, Executive Compensation, Payouts, Repurchases, Reputation
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