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HLS Faculty & Senior Fellows
Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
M&A Representations and Warranties Insurance: Tips for Buyers and Sellers
No less than two years ago, had one tried to initiate a conversation with a Private Equity Sponsor or an M&A lawyer regarding M&A “reps and warranties” insurance (i.e., insurance designed to expressly provide insurance coverage for the breach of a representation or a warranty contained in a Purchase and Sale Agreement, in addition to […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Bidders, Deal protection, Insurance
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Resource Allocation within Firms and Financial Market Dislocation
Do firm boundaries mediate the effect of shocks to the financial intermediation sector? When the functioning of the intermediation sector is impaired – as was the case in the recent financial crisis – shocks can be transmitted to the broader economy since funds may not flow to highest value use without incurring significant cost. This […]
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Posted in Academic Research, Bankruptcy & Financial Distress, Financial Crisis
Tagged Capital allocation, Capital markets, Financial crisis, Management, Shocks
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Navigating Key Dodd-Frank Rules Affecting Swaps End Users
Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) enacted a new regime of substantive regulation of over-the-counter (“OTC”) derivatives under U.S. securities and commodities laws. Over the course of 2013, many key provisions of Dodd-Frank are being implemented by the Commodity Futures Trading Commission (the “CFTC”) with respect to “swaps.” […]
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Posted in Derivatives, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged CFTC, Dodd-Frank Act, International governance, OTC derivatives, Penelope Christophorou, SEC, Swaps, Swaps entities
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The Regulatory Aftermath of the Global Financial Crisis
Some 5 ½ years out from the Autumn 2008 Lehman Brothers collapse, the massive effort by the world’s leading economies to reset the regulation of the financial system is now entering its final stages. The momentum for reform remains strong, particularly with respect to shadow banking. But the main elements of the 2008-2009 G20 regulatory […]
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Posted in Academic Research, Comparative Corporate Governance & Regulation, Financial Crisis, International Corporate Governance & Regulation
Tagged Australia, Dodd-Frank Act, EU, Financial crisis, International governance
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Responding to Objections to Shining Light on Corporate Political Spending (5): The Claim that Shareholder Proposals Requesting Disclosure Do Not Receive Majority Support
In our first four posts in this series (collected here), we examined four objections raised by opponents of mandating disclosure of political spending and explained why these objections provide no basis for opposing such rules. In this post, we focus on a fifth objection raised by opponents of these rules: the claim that the SEC […]
Click here to read the complete postThe Separation of Investments and Management
This paper suggests that the essence of these funds and their regulation lies not just in the nature of their investments, as is widely supposed, but also—and more importantly—in the nature of their organization. Specifically, every enterprise that we commonly think of as an investment fund adopts a pattern of organization that I am calling […]
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Posted in Academic Research, Banking & Financial Institutions
Tagged Control rights, Fund managers, Hedge funds, Management, Mutual funds, Private funds
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Financial Reporting Quality of U.S. Private and Public Firms
In our paper, Financial Reporting Quality of U.S. Private and Public Firms, forthcoming in The Accounting Review, we use a new database that contains accounting data for a large sample of U.S. private firms and provide an investigation of financial reporting quality (FRQ) of U.S. private versus public firms. Private firms are an important source […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Accounting, Financial reporting, Private firms, Public firms
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Private Equity Firms as Gatekeepers
My article, Private Equity Firms as Gatekeepers, identifies an important and overlooked way in which private equity creates value: private equity firms act as gatekeepers in the debt markets. As repeat players, private equity firms establish reputations with lenders that are tied to the credit performance of the companies that they acquire and manage. In […]
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Posted in Academic Research, Private Equity
Tagged Debt, Private equity
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Large and Middle Market PE/Public Target Deals: 2012 Review
Overview Schulte Roth & Zabel regularly conducts studies on private equity buyer acquisitions of U.S. public companies with enterprise values in the $100 million to $500 million range (“middle market” deals) and greater than $500 million (“large market” deals) to monitor market practice and deal trends reflected by these transactions. During the period from January […]
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Posted in Mergers & Acquisitions, Practitioner Publications, Private Equity
Tagged Acquisitions, Private equity, Public firms
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