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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
Central European Distribution Corporation’s Chapter 11 Plan Incorporates Dutch Auction
On May 13, 2013, the U.S. Bankruptcy Court for the District of Delaware confirmed a prepackaged Chapter 11 plan of reorganization in the case of Central European Distribution Corporation (CEDC) [1] that incorporated an unmodified reverse Dutch auction. A reverse Dutch auction is a type of auction employed when a single buyer accepts bids from […]
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Posted in Bankruptcy & Financial Distress, Practitioner Publications
Tagged Auctions, Bankruptcy, Bidders, Bondholders, Restructurings, U.S. federal courts
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The Long-Term Effects of Hedge Fund Activism
We recently completed an empirical study, The Long-Term Effects of Hedge Fund Activism, that tests the empirical validity of a claim that has been playing a central role in debates on corporate governance – the claim that interventions by activist shareholders, and in particular activist hedge funds, have an adverse effect on the long-term interests […]
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Posted in Academic Research, Empirical Research, HLS Research
Tagged Bebchuk-Brav-Jiang study, Hedge funds, Proxy fights, Shareholder activism
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Remuneration Regulation in the European Financial Services Industry
The move toward stricter regulation of remuneration in the financial services industry in the European Union has resulted in a confusing web of overlapping European Directives and local EU Member State law and regulation, each of which seeks to place limits on remuneration. This post aims to assist in navigating the new European labyrinth by […]
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Posted in Banking & Financial Institutions, Executive Compensation, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banker bonuses, Banks, Bonuses, Compensation regulation, EU, Europe, Executive Compensation, Financial institutions, Financial regulation, International governance, Management, Remuneration, UK
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Basel Committee Updates Framework for Assessing Equity Surcharge
The Basel Committee on Banking Supervision (the “BCBS”) [1] recently issued a revised framework (the “Revised G-SIB Framework”) for assessing a common equity surcharge on certain designated global systemically important banks (“G-SIBs”) [2] that updates and replaces the framework for assessing the G-SIB capital surcharge issued by the BCBS in November 2011 (the “Prior G-SIB […]
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Posted in Accounting & Disclosure, Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Banks, Basel Committee, Disclosure, Equity capital, Federal Reserve, Financial institutions, Financial regulation, Surcharges, Systemic risk
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CFTC Issues Guidance Regarding Cross-Border Swaps
On July 12, 2013, the US Commodity Futures Trading Commission (“CFTC”) approved the issuance of an interpretive guidance and policy statement (the “Guidance”) regarding the cross-border application of the swaps provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Although the CFTC may continue to refine its […]
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Posted in Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Clearing houses, Cross-border transactions, Dodd-Frank Act, Financial regulation, International governance, SEC, Securities regulation, Swaps, Swaps entities
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Harpooning the London Whale is no Substitute for Reform
Editor’s Note: Mark Roe is the David Berg Professor of Law at Harvard Law School, where he teaches bankruptcy and corporate law. This post is based on an op-ed by Professor Roe that was published today in The Financial Times, which can be found here. And so the drama moves on to a courtroom. Two prime traders […]
Click here to read the complete postManagerial Incentives and Management Forecast Precision
In our paper, Managerial Incentives and Management Forecast Precision, forthcoming in The Accounting Review, we focus on one important characteristic of management forecasts—forecast precision—and examine how managerial incentives affect the choice of forecast precision. We choose to focus on forecast precision (or specificity, as it is sometimes referred to in the literature) for two reasons. […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Disclosure, Forecasting, Incentives, Inside information, Insider trading, Management
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DGCL Amended to Authorize Public Benefit Corporations
Beginning on August 1, 2013, the Delaware General Corporation Law will authorize the formation of public benefit corporations. The new provisions will allow entrepreneurs and investors to create for-profit Delaware corporations that are charged with promoting public benefits. These provisions modify the fiduciary duties of directors of PBCs by requiring them to balance such benefits […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications
Tagged Benefit corporation, Delaware law, Delaware legislation, DGCL, General governance, Incorporations, Public benefit corporations, Public firms, Public interest
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The Effect of Delaware Doctrine on Freezeout Structure and Outcomes
Historically, buyouts by controlling shareholders (also known as “going-private transactions,” “squeeze-outs,” and hereinafter “freezeouts”) were subject to different standards of judicial scrutiny under Delaware corporate law based on the transactional form used by the controlling shareholder to execute the deal. In a line of cases dating back at least to the Delaware Supreme Court’s 1994 […]
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Posted in Academic Research, Court Cases, Empirical Research, HLS Research, Mergers & Acquisitions
Tagged Controlling shareholders, Delaware articles, Delaware cases, Delaware law, Fairness review, Freezeouts, Going private, Minority shareholders, Tender offer
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