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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
Don’t Run Away from the Evidence: A Reply to Wachtell Lipton
In two recent memoranda by the law firm of Wachtell Lipton (Wachtell), The Bebchuk Syllogism (Syllogism memo) and Current Thoughts about Activism (Current Thoughts memo), the firm’s founder Martin Lipton and several other senior Wachtell lawyers strongly criticize our recent study, The Long-Term Effects of Hedge Fund Activism. Our study empirically disproves the myopic activists […]
Click here to read the complete postAccuracy in Proxy Monitoring
Shareholder activists are meeting now to consider what proposals they will file for the 2014 proxy season and the results are largely in from the 2013 proxy season, with analysis coming from all the different proponent groups, the proxy advisory firms and others interested in what happened this year. Si2’s own report in August showed […]
Click here to read the complete postExecutive Pay Disparity and the Cost of Equity Capital
In our paper, Executive Pay Disparity and the Cost of Equity Capital, forthcoming in the Journal of Financial and Quantitative Analysis, we investigate the association between executive pay disparity and the cost of equity capital. Understanding the association is important because the cost of capital is one of the key considerations for managers in their capital budgeting […]
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Posted in Academic Research, Empirical Research, Executive Compensation
Tagged Cost of capital, Entrenchment, Equity capital, Executive Compensation, Executive turnover, Management, Succession
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Agencies Propose Revised Risk Retention Rule
On August 28, 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the U.S. Securities and Exchange Commission, the Federal Housing Finance Agency and the Department of Housing and Urban Development (collectively, Agencies) issued a notice of proposed rulemaking (Proposed Rule) […]
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Posted in Financial Regulation, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Dodd-Frank Act, Exchange Act, FDIC, Federal Reserve, Financial regulation, OCC, Risk management, SEC, SEC rulemaking, Securities regulation, Securitization, Skin in the game
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Corporate Innovations and Mergers and Acquisitions
It has long been argued that synergies are key drivers of mergers and acquisitions (M&As), and that many M&As occur due to technology reasons. However, there is little direct evidence of whether and how synergies in the technology space drive individual firms’ decisions to participate in M&As, and of how they affect merger outcomes. In […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Innovation, Patents, R&D
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No, GCs Should Not Be on the Board
Editor’s Note: Ben W. Heineman, Jr. is a former GE senior vice president for law and public affairs and a senior fellow at Harvard University’s schools of law and government. This post is based on an article that appeared in Corporate Counsel. A provocative headline recently topped a CorpCounsel.com story: “Should GCs Be on the […]
Click here to read the complete postCourt Curtails Territorial Reach of Criminal Liability Under Section 10(b)
On August 30, 2013, the United States Court of Appeals for the Second Circuit unanimously held that Section 10(b) of the Securities Exchange Act of 1934 (“Section 10(b)”) does not apply to extraterritorial conduct, “regardless of whether liability is sought criminally or civilly.” Interpreting the scope of the Supreme Court’s landmark ruling in Morrison v. […]
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Posted in Court Cases, Legislative & Regulatory Developments, Practitioner Publications, Securities Litigation & Enforcement
Tagged Corporate liability, DOJ, Exchange Act, Extraterritoriality, Jurisdiction, Morrison v. National Australia Bank Ltd., SEC, Section 10(b), Securities enforcement, Securities fraud, Securities litigation, U.S. federal courts
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What Should We Do About Multijurisdictional Litigation in M&A Deals?
Companies and their investors have been battling over the value of representative shareholder litigation since at least the 1940’s. Investors argue that managerial agency costs are high and that class actions and derivative suits are key shareholder monitoring mechanisms that they can deploy to keep managers in line. Companies believe that representative litigation claims are […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Forum selection, Jurisdiction, Merger litigation, Shareholder suits
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Cross-Border Schemes of Arrangement and Forum Shopping
The English scheme of arrangement has existed for over a century as a flexible tool for reorganising a company’s capital structure. Schemes of arrangement can be used in a wide variety of ways. In theory a scheme of arrangement can be a compromise or arrangement between a company and its creditors or members about anything […]
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Posted in Academic Research, International Corporate Governance & Regulation
Tagged Capital structure, Cross-border transactions, Distressed companies, EU, Europe, Forum selection, International governance, Jurisdiction, Liquidation, Restructurings, UK
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