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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
Appraisal Rights — The Next Frontier in Deal Litigation?
Appraisal, or dissenters’, rights, long an M&A afterthought, have recently attracted more attention from deal-makers as a result of a number of largely unrelated factors. By way of brief review, appraisal rights are a statutory remedy available to objecting stockholders in certain extraordinary transactions. While the details vary by state (often meaningfully), in Delaware the […]
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Posted in Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Appraisal rights, Delaware cases, Delaware law, Merger litigation
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Sovereign Debt, Government Myopia, and the Financial Sector
Why do governments repay external sovereign borrowing? This is a question that has been central to discussions of sovereign debt capacity, yet the answer is still being debated. Models where countries service their external debt for fear of being excluded from capital markets for a sustained period (or some other form of harsh punishment such […]
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Posted in Academic Research, Banking & Financial Institutions, International Corporate Governance & Regulation
Tagged Bonds, Debt, Short-termism, Sovereign debt
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Examining the Application of Title I of the Dodd-Frank Act
Chairman McHenry, Ranking Member Green, and members of the Subcommittee, thank you for the opportunity to testify on behalf of the Federal Deposit Insurance Corporation (FDIC) on Sections 165 and 121 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Our testimony will focus on the FDIC’s role and progress in implementing […]
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Posted in Financial Regulation, Practitioner Publications, Regulators Materials, Speeches & Testimony
Tagged Banks, Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, FSOC, Recovery & resolution plans
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Fiduciary Obligations of Financial Advisors Under the Law of Agency
Regardless of whether a financial advisor is an “investment advisor” or a “broker” or neither under federal securities laws, the advisor might be an agent of the client under the common law of agency. If so, then as a matter of state law the advisor is a fiduciary who will be subject to liability for breach of any […]
Click here to read the complete postPreparing for Challenges and Opportunities
I am sure many of you are looking forward to your well-earned celebrations after today’s commencement exercises, so I will heed the advice that President Franklin D. Roosevelt gave to speechmakers: “Be sincere, be brief and be seated.” Perhaps the most challenging part of delivering a commencement speech is the realization that whatever one says […]
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Posted in Practitioner Publications, Regulators Materials, Securities Litigation & Enforcement, Speeches & Testimony
Tagged SEC, SEC enforcement
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Statistics on CEO Succession in the S&P 500
In our study, CEO Succession Practices (2013 Edition), which The Conference Board recently released, we document and analyze 2012 cases of CEO turnover at S&P 500 companies. The study is organized in four parts. Part I: CEO Succession Trends (2000-2012) illustrates year-by-year succession rates and examines specific aspects of the succession phenomenon, including the influence […]
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Posted in Boards of Directors, Practitioner Publications
Tagged Board leadership, Boards of Directors, Executive turnover, Management, Public firms, Succession, The Conference Board
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Who Cares? Corporate Governance in Today’s Equity Markets
There are two main sources of confusion in the public corporate governance debate. One is the confusion about the role of public policy in corporate governance. The other is a lack of empirical knowledge among commentators about the corporate landscape and the way that today’s stock markets influence the conditions for exercising long term and […]
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Posted in Academic Research, Empirical Research, Securities Regulation
Tagged Compliance & ethics, General governance, Ownership, Public firms, Securities regulation
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Rulemaking Petition on Disclosure of Political Spending Attracts Support from More Than 500,000 Comment Letters Filed with the SEC
In July 2011, we co-chaired a committee of ten corporate and securities law experts that petitioned the Securities and Exchange Commission to develop rules requiring public companies to disclose their political spending. In a post eleven months ago, we noted that the petition had attracted more than 250,000 comment letters. In this post, we report […]
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Posted in Academic Research, HLS Research, Program News & Events, Securities Regulation
Tagged Citizens United v. FEC, Disclosure, Political spending, Rulemaking Petition on Corporate Political Spending, SEC, Shining Light on Corporate Political Spending, Transparency
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How Do Investors Interpret Announcements of Earnings Delays?
Companies that fail to file a 10-K or 10-Q on time are required by SEC Rule 12b-25 to file a Form NT (NT for non-timely), which provides a narrative explanation for the late filing. No analogous rule exists for earnings announcements, which often precede 10-K or 10-Q filings. For companies that are unable to report […]
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Posted in Academic Research, Accounting & Disclosure
Tagged Earnings announcements, Earnings disclosure, Market reaction, Securities regulation, Stock returns
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