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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
Delaware Court Addresses Derivative Claim Value Extinguished by Merger
In In re Primedia, Inc. Shareholders Litigation, 2013 WL 2169415 (Del. Ch. May 10, 2013), Vice Chancellor Laster of the Court of Chancery held that plaintiffs whose standing to pursue derivative insider trading claims had been extinguished by merger had standing to challenge directly the entire fairness of that merger based on a claim that […]
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Posted in Boards of Directors, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Derivatives, Fairness review, In re Primedia, Special committees
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Political Connectedness and Corporate Policies
In our paper, “The Impact of Political Connectedness on Firm Value and Corporate Policies: Evidence from Citizens United,” we examine the reasons behind a company’s decision to become politically connected and what impact such connections have on firm value and corporate policies. Political connections may enhance or harm shareholder value. However, existing insights attempting to […]
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Posted in Academic Research, Court Cases
Tagged Citizens United v. FEC, Firm valuation, Political spending, Shareholder value
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UK Corporate Law Developments: Extending the Scope of Warranties?
The UK Court of Appeal recently held in the Belfairs Management case [1] that a warranty in a sale and purchase agreement should be interpreted with regard to all of the background knowledge reasonably available to the parties at the time the agreement was entered into. The decision highlights the growing trend of the UK […]
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Posted in International Corporate Governance & Regulation, Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, International governance, Takeovers, UK
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Public Companies and the “End-User Exception” for Swaps
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and new Commodity Futures Trading Commission (CFTC) rules require that, subject to certain exceptions, swap counterparties clear swaps at a clearing house and execute them on a facility or exchange. One of these exceptions is the “end-user exception,” which may be […]
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Posted in Derivatives, Financial Regulation, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, CFTC, Clearing houses, Derivatives, Dodd-Frank Act, Financial regulation, Public firms, Securities regulation, Swaps
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Activist Shareholders in the US: A Changing Landscape
Shareholder activism in the U.S. has increased significantly over the past several years, with activist campaigns increasingly targeting well-known, larger market capitalization companies, such as Apple, Hess, Procter & Gamble and Sony. In 2013, the number, nature and degree of success of these campaigns has garnered the attention of boards of directors, shareholders and the […]
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Posted in Institutional Investors, Mergers & Acquisitions, Practitioner Publications
Tagged Institutional Investors, Long-Term value, Management, Shareholder activism, Short-termism, Target firms
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The Sustainability Business Case
While much has been published on the business case for sustainability during the last decade, businesses have been slow to adopt the green innovation and sustainability agenda. Reasons include a lack of consistency in the indicators employed by analysts, and a failure to effectively incorporate financial value drivers into the equation. This article defines a […]
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Posted in Corporate Social Responsibility, Practitioner Publications
Tagged Corporate Social Responsibility, Cost-benefit analysis, Innovation, Long-Term value, Sustainability, The Conference Board
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The Dark Side of Analyst Coverage
In our paper, The Dark Side of Analyst Coverage: The Case of Innovation, forthcoming in the Journal of Financial Economics, we examine the effect of analyst coverage on firm innovation and test two competing hypotheses. We find that firms covered by a larger number of analysts generate fewer patents and patents with lower impact. To […]
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Posted in Academic Research
Tagged Analysts, Innovation, Long-Term value, Management, Patents, Short-termism, Stock analysts
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Appellate Court: Madoff Trustee Lacks Authority to Go After Banks
The U.S. Court of Appeals for the Second Circuit held today that the trustee for Bernard L. Madoff Investment Securities (BLMIS) lacks authority to pursue common-law claims for damages suffered by Madoff’s customers. Based on that ruling, the Court affirmed the dismissal of a variety of damages claims against JPMorgan, HSBC and other banks relating […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged Bankruptcy, Bernard Madoff, Debtor-creditor law, Picard v. JPMorgan, U.S. federal courts
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Why High Leverage is Optimal for Banks
In our paper, Why High Leverage is Optimal for Banks, which was recently made publicly available on SSRN, we focus on banks’ role as producers of liquid financial claims. Our model assumes uncertainty and excludes agency problems, deposit insurance, taxes, and other distortions that would lead banks to adopt levered capital structures. We show that, […]
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Posted in Academic Research, Banking & Financial Institutions
Tagged Banks, Capital requirements, Capital structure, Debt-equity ratio, Leverage, Liquidity, Systemic risk
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The Costs of “Too Big To Fail”
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 Professor Roe’s most recent op-ed written for the international association of newspapers Project Syndicate, which can be found here. The idea that some banks are “too big to fail” has […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Regulation, HLS Research, Op-Eds & Opinions
Tagged Bank debt, Bankruptcy, Banks, Financial institutions, Financial regulation, Too big to fail
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