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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
Do Ownership and Control Affect Firm Value?
In our paper, When Blockholders Leave Feet First: Do Ownership and Control Affect Firm Value?, which was recently made publicly available on SSRN, we investigate the effect of ownership and control on firm value, a longstanding question in finance, by employing the sudden death of large individual shareholders as a natural experiment. Our analysis focuses on […]
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Posted in Academic Research
Tagged Blockholders, Change in control, Entrenchment, Firm valuation, General governance, Market reaction, Ownership
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Damages and Reliance under Section 10(b) of the Exchange Act
A textualist interpretation of the implied private right of action under Section 10(b) of the Exchange Act concludes that the right to recover money damages in an aftermarket fraud can be no broader than the express right of recovery under Section 18(a) of the Exchange Act. The Act’s original legislative history and recent Supreme Court […]
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Posted in Academic Research, Securities Litigation & Enforcement
Tagged Class actions, Exchange Act, Rule 10b-5, Section 10(b), Securities damages, Securities fraud, Securities litigation, Supreme Court
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SEC Proposes CEO Pay Ratio Rule
On September 18, 2013, a divided SEC Commission proposed a requirement that U.S. public companies disclose: the median of the annual total compensation of all employees of the issuer, except the issuer’s CEO (or the equivalent); the annual total compensation of the issuer’s CEO (or the equivalent); and the ratio of those two amounts. The […]
Click here to read the complete postRollover Risk: Ideating a U.S. Debt Default
In Rollover Risk: Ideating a U.S. Debt Default, forthcoming in the Boston College Law Review, I systematically examine how a U.S. debt default might occur, how it could be avoided, its potential consequences if not avoided, and how those consequences could be mitigated. The impending debt-ceiling showdown between Congress and the President makes these questions […]
Click here to read the complete postThe Promise of the Enhanced Broker Internet Platform
A breakthrough for improved corporate democracy is languishing at the Securities and Exchange Commission. The breakthrough, called the Enhanced Broker Internet Platform (EBIP) is a technological innovation that would make it vastly easier for shareholders to participate in corporate elections for directors and shareholder resolutions. This is important because the rate of individual or “retail” […]
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Posted in Corporate Elections & Voting, Practitioner Publications, Securities Regulation
Tagged American Business Conference, Proxy voting, SEC, SEC rulemaking, Shareholder voting
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Seasoned Equity Offerings, Corporate Governance, and Investments
In our paper, Seasoned Equity Offerings, Corporate Governance, and Investments, forthcoming in the Review of Finance, we assess how the strength of governance affects investor confidence about management’s intended uses of the proceeds from SEOs. Our primary tests are conducted using difference-in-differences approaches using the staggered enactments of business combination statutes (BCS) as an exogenous […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research
Tagged Adverse selection, Equity offerings, Management, Market reaction, Shareholder value, Signaling
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Statement Regarding Joint Rule Reproposal Concerning Credit Risk Retention
The Securities and Exchange Commission (“SEC” or “Commission”) today approved a joint rule reproposal to implement Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). [1] I am not able to support the release in the form approved because the reproposal does not contain necessary economic analyses and does not adequately […]
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Posted in Financial Regulation, Practitioner Publications, Regulators Materials, Securities Regulation, Speeches & Testimony
Tagged Asset-backed securities, Credit risk, Dodd-Frank Act, Exchange Act, Financial regulation, Risk, SEC, SEC rulemaking, Securities regulation, Securitization
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New York Court Upholds Kenneth Cole Going Private Transaction
On September 3, 2013, a New York trial court dismissed a stockholder challenge to a going private transaction in which Kenneth Cole, who held approximately 47% of the Company’s outstanding common stock and controlled 90% of the voting power of Kenneth Cole Productions Inc. (“KCP”), purchased the remaining 53% of the common stock of KCP […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Business judgment rule, Controlling shareholders, Fiduciary duties, Going private, Merger litigation, Minority shareholders, New York, Special committees, Willkie
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Will Recent Delaware Court Decisions Curb Excessive M&A Litigation?
The Delaware Chancery Court has issued three decisions in 2013 that demonstrate the court’s willingness to rein in the excessive and often frivolous litigation challenging public M&A transactions. Recent trends in shareholder litigation illustrate the magnitude of the litigation issues facing corporations in public M&A transactions. Of the public company acquisition transactions with a value […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Attorneys' fees, Delaware cases, Delaware law, Forum selection, Jurisdiction, Merger litigation, Shareholder suits
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Does the Market for CEO Talent Explain Controversial CEO Pay Practices?
Considerable debate remains among academics and practitioners regarding the economic forces that drive CEO compensation practices in the United States. Some view the market for CEO talent as the main economic force that drives the level and form of CEO compensation (e.g., Rosen, 1992; Gabaix and Landier, 2008). Others argue that these forces have little […]
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Posted in Academic Research, Executive Compensation
Tagged Entrenchment, Executive Compensation, Executive performance, Executive turnover, Management, Pay for performance
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