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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
Bankruptcy Court Denies $20 Million Severance for American Airlines CEO
On March 27, 2013, Judge Sean Lane of the United States Bankruptcy Court for the Southern District of New York approved the $11 billion merger of US Airways Group and AMR Corporation effective upon confirmation of the AMR debtors’ chapter 11 plan. Upon completion of the merger, a new entity – “Newco,” for present purposes […]
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Posted in Bankruptcy & Financial Distress, Court Cases, Executive Compensation, Mergers & Acquisitions, Practitioner Publications
Tagged Bankruptcy, Executive Compensation, Severance, U.S. federal courts
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Corporate Governance Planning for Companies Going Public
PwC U.S. recently released two reports on corporate governance considerations relating to public offerings. The first, titled “Going Public? Five Governance Factors to Focus on,” outlines key governance considerations companies should address when pursuing a public offering. Its companion document, “Governance for Companies Going Public: What Works Best™,” guides directors and executives of companies planning […]
Click here to read the complete postCorporate Mobility and Regulatory Competition in Europe
Is there a competition for corporate charters in Europe? Corporate and comparative scholars have been discussing the similarities between the Delaware-led competition in the United States with the slowly emerging market for corporate legal forms in the European Union. In my recent paper, Corporate Mobility in the European Union – a Flash in the Pan? […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Empirical Research, International Corporate Governance & Regulation
Tagged EU, Europe, Governance reform, Incorporations, International governance, Regulators
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Setting the Record (Date) Straight
A record date, often viewed in the merger context as a mere mechanic to be quickly checked off a “to do” list, creates a frozen list of stockholders as of a specified date who are entitled to receive notice of, and to vote at, a stockholders’ meeting. A tactical approach to the timing of the […]
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Posted in Corporate Elections & Voting, Mergers & Acquisitions, Practitioner Publications
Tagged Books and records, Compliance & ethics, Shareholder voting
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Guidance on Resolution Plans of U.S. and Foreign Banking Organizations
On April 15, 2013, the Board of Governors of the Federal Reserve System (Federal Reserve) and the Federal Deposit Insurance Corporation (FDIC) issued additional guidance (Guidance) with respect to the 2013 resolution plan submissions of the U.S. and foreign banking organizations that filed their initial resolution plans on July 1, 2012 (First-Round Filers). The Guidance […]
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Posted in Banking & Financial Institutions, Bankruptcy & Financial Distress, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, FDIC, Federal Reserve, Financial institutions, International governance, Recovery & resolution plans
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Takeover Defenses as Drivers of Innovation and Value-Creation
In the paper, Takeover Defenses as Drivers of Innovation and Value-Creation, forthcoming in the Strategic Management Journal, I analyze the role of anti-takeover provisions in ameliorating agency conflicts of managerial risk aversion in certain types of companies. The desirability of anti-takeover provisions (ATPs) is a contentious issue. ATPs can lead to shareholder wealth-destruction by insulating […]
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Posted in Academic Research, Mergers & Acquisitions
Tagged Acquisitions, Antitakeover, Firm valuation, Innovation, Management
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Audit Committee Reporting to Shareholders
Ernst & Young supports effective audit committees and believes that audit committee transparency can promote greater investor confidence in financial reporting. A number of companies currently disclose more information about their audit committees than is required under relevant rules. With this post, we seek to alert audit committees and other stakeholders to current disclosure practices, […]
Click here to read the complete postThe Changing Landscape of the CFTC’s Enforcement Actions
During the past four years, the Commodity Futures Trading Commission (“CFTC” or the “Commission”) has substantially expanded its regulatory reach and flexed stronger enforcement muscles. Since 2010, the CFTC has dramatically increased its annual enforcement action totals, and has imposed record high financial penalties on significant market participants. In 2011 and 2012, the CFTC filed […]
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Posted in Derivatives, Financial Regulation, Practitioner Publications
Tagged CFTC, Derivatives, Dodd-Frank Act, Futures, Swaps
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Breaking Bankruptcy Priority: How Rent-Seeking Upends the Creditors’ Bargain
Frederick Tung and I recently posted “Breaking Bankruptcy Priority: How Rent-Seeking Upends the Creditors’ Bargain,” to SSRN. It is scheduled to appear in Virginia Law Review later this year. In “Breaking Bankruptcy Priority,” we examine the stability of bankruptcy’s priority structure. Overall, bankruptcy reallocates value in a faltering firm. The bankruptcy apparatus eliminates some claims […]
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Posted in Academic Research, Bankruptcy & Financial Distress, HLS Research
Tagged Bankruptcy, Rent-seeking, Restructurings
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FSOC Designation: Consequences for Nonbank SIFIS
Treasury officials have recently suggested that the Financial Stability Oversight Council (FSOC) may soon designate the first round of systemically significant nonbank financial companies (Nonbank SIFIs). In March, Under Secretary for Domestic Finance Miller and Deputy Assistant Secretary for the FSOC Gerety stated that designations could occur “in the next few months.” Moreover, the Board […]
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Posted in Banking & Financial Institutions, Financial Regulation, Practitioner Publications
Tagged Dodd-Frank Act, FDIC, Federal Reserve, Financial institutions, Financial regulation, FSOC, SIFIs
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